Tandy Leather Factory Inc 8-K, filed Feb 21, 2020
Tandy Leather Factory Inc (TLF)
8-K
2020-02-21
For: 2020-02-18
View Original
Added on
April 08, 2026
About this 8-K
Tandy Leather Factory Inc filed this 8-K on February 21, 2020, reporting on events of February 18, 2020.
Items reported
- Item 3.01: Delisting notice or listing transfer
- Item 9.01: Financial statements and exhibits
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
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Date of report (Date of earliest event reported:)
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February 18, 2020
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Tandy Leather Factory, Inc.
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(Exact Name of Registrant as Specified in Its Charter)
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Delaware
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(State or Other Jurisdiction of Incorporation
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1-12368
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75-2543540
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(Commission File Number)
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(IRS Employer Identification Number)
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1900 Southeast Loop 820, Fort Worth, Texas
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76140
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(Address of Principal Executive Offices)
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(Zip Code)
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(817) 872-3200
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(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)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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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
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Trading Symbol(s)
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Name of each exchange on which registered
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Common Stock, par value $0.0024
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TLF
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The Nasdaq Global Market
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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 (§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. ☐
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Item 3.01
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Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.
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On February 18, 2020, Tandy Leather Factory, Inc. (the “Company”) received a notice from the staff of the Listing Qualifications Department (the “Staff”) of The Nasdaq Stock Market LLC (“Nasdaq”) indicating that,
unless the Company timely requests a hearing before the Nasdaq Hearings Panel (the “Panel”), the Company’s common stock would be subject to suspension and delisting from Nasdaq due to the Company’s continued non-compliance with Nasdaq Listing Rule
5250(c)(1) (the “Filing Requirement”), which requires Nasdaq issuers to timely file periodic reports with the Securities and Exchange Commission (the “SEC”). The Company has not yet filed its Forms 10-Q for the periods ended June 30, 2019 and
September 30, 2019 (collectively, the “Delinquent Reports”) with the SEC.
The Company intends to timely request a hearing before the Panel to appeal the Staff’s determination, which request will stay any suspension or delisting action for 15 days after the date of the request. In accordance
with the procedures set forth in the Nasdaq Listing Rules, in connection with its request for the hearing the Company also intends to request a further stay of any suspension or delisting action by Nasdaq pending the hearing.
At the hearing, the Company will request the continued listing of its securities on Nasdaq pending the Company’s compliance with the Filing Requirement. The Panel has the discretion to grant the Company an extension to
comply with the Filing Requirement of up to 360 days from the due date of the first Delinquent Report, which in the Company’s case would be through August 10, 2020. Although the Company is taking definitive steps to comply with the Filing
Requirement, there can be no assurance that the Panel will grant the Company’s request for continued listing pending the hearing or grant any extension of time to comply with the Filing Requirement. Furthermore, there can be no assurance that the
Company will be able to regain compliance with the Filing Requirement within any extension of time that may be granted to the Company by the Panel.
As previously disclosed, the Company was unable to timely file the Delinquent Reports due to the ongoing accounting evaluation and pending restatement of certain of the Company’s previously filed financial statements
(the “Restatement Process”) and was notified by the Staff that the Company’s securities would be subject to delisting unless the Company submitted a compliance plan for the Staff’s review and the Staff determined to grant the Company an extension to
regain compliance. Following the submission of the Company’s compliance plan, the Staff granted the Company an extension through February 17, 2020. Although the Company has made substantial progress in the Restatement Process, it requires
additional time to complete that process and to thereafter prepare and file the Delinquent Reports with the SEC. The Company is working to complete these items and regain compliance with the Filing Requirement as promptly as practicable.
The Company issued a press release on February 21, 2020, disclosing receipt of the February 18, 2020 letter from the Staff. A copy of the press release is furnished herewith as Exhibit 99.1.
Cautionary Note Regarding Forward-Looking Statements. Except for historical information contained in this Form 8-K and the press release attached as an exhibit hereto, this Form
8-K and the press release contain forward-looking statements which involve certain risks and uncertainties that could cause actual results to differ materially from those expressed or implied by these statements. Please refer to the cautionary note
in the press release regarding these forward-looking statements.
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Item 9.01
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Financial Statements and Exhibits.
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(d) Exhibits
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No.
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Exhibit
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Press Release dated February 21, 2020
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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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TANDY LEATHER FACTORY, INC.
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Date: February 21, 2020
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By: /s/ Janet Carr
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Janet Carr, Chief Executive Officer
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Exhibit 99.1
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Tandy Leather Factory, Inc.
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1900 Southeast Loop 820 - Fort Worth, TX 76140-1003
Phone: 817-872-3200 - Fax: 817-872-3120
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Tandy Leather Factory, Inc. is a NASDAQ Company “TLF”
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FOR IMMEDIATE RELEASE
February 21, 2020
Tandy Leather Factory Receives Anticipated Nasdaq Listing Determination;
To Request Hearing to Address Filing Delay
FORT WORTH, Texas, Feb. 21, 2020 (GLOBE NEWSWIRE) -- Tandy Leather Factory, Inc. (the “Company”) (Nasdaq: TLF),
the world’s largest specialty retailer of leather and leathercraft related items, announced today that, as anticipated, the Company received notice from the Nasdaq Listing Qualifications Staff on February 18, 2020, indicating that, unless the Company timely requests a hearing before the Nasdaq Hearings Panel (the “Panel”), the Company’s common stock would be
subject to suspension and delisting from Nasdaq due to the Company’s continued non-compliance with Nasdaq Listing Rule 5250(c)(1) (the “Rule”). The Rule requires Nasdaq issuers to timely file periodic reports with the Securities and Exchange
Commission (the “SEC”). The Company has not yet filed its Forms 10-Q for the periods ended June 30, 2019 and September 30, 2019 (collectively, the “Forms 10-Q”) with the SEC and therefore remains non-compliant.
The Company plans to request a hearing before the Panel to appeal the determination of the Nasdaq Listing Qualifications Staff. This request will stay any suspension or delisting action for 15 days after the date of
the request. In accordance with the procedures set forth in the Nasdaq Listing Rules, the Company intends to request a further stay of any suspension or delisting action by Nasdaq pending the hearing.
At the hearing, the Company will request the continued listing of its securities on Nasdaq pending the Company’s compliance with the Rule. The Panel has the discretion to grant the Company an extension to comply with
the Rule of up to 360 days from the due date of the first Form 10-Q, or August 10, 2020. The Company is taking definitive steps to file the Forms 10-Q as soon as practicable. However, there can be no assurance that the Panel will grant the
Company’s request for continued listing pending the hearing or grant any extension of time to comply with the Rule. Furthermore, there can be no assurance that the Company will be able to regain compliance with the Rule within any extension of time
that may be granted to the Company by the Panel.
Importers, Exporters, Manufacturers, Distributors, Retailers of Leathers, Leathercraft Supplies, Hardware, Findings and Finishes
As previously disclosed, the Company did not timely file the Forms 10-Q with the SEC due to an ongoing accounting evaluation and pending restatement of certain of its previously filed financial statements. The Company
previously submitted a compliance plan to the Staff and was granted an extension through February 17, 2020 to comply with the Rule. Although the Company has made substantial progress with the restatement of certain of its previously filed financial
statements, it requires additional time to complete that process and to thereafter prepare and file the Forms 10-Q. The Company is working to complete these items and regain compliance with the Rule as promptly as practicable.
Tandy Leather Factory, Inc., (http://www.tandyleather.com), headquartered in Fort Worth, Texas, is a specialty retailer of a broad product line including leather, leatherworking tools, buckles and adornments
for belts, leather dyes and finishes, saddle and tack hardware, and do-it-yourself kits. The Company distributes its products through its 115 North American stores located in 42 US states and 7 Canadian provinces, and one International store located
in Spain. Its common stock trades on the Nasdaq with the symbol "TLF". To be included on Tandy Leather Factory’s email distribution list, go to http://www.b2i.us/irpass.asp?BzID=1625&to=ea&s=0.
Contact: Janet Carr, Tandy Leather Factory, Inc., (817) 872-3200 or jcarr@tandyleather.com
This news release reflects the Company’s current views about the Company’s Nasdaq listing status, its restatement and other
matters that constitute “forward-looking” statements, as such term is defined by the federal securities laws. You can identify forward-looking statements by terminology such as “may,” “will,” “intend,” “could,” “should,” “expect,” “plan,”
“anticipate,” “believe,” “estimate,” “project,” “predict,” “potential,” “outlook,” “forecast,” “future,” or “continue,” the negative of such terms or other comparable terminology. These forward-looking statements are subject to the safe harbor
protection provided by the federal securities laws. These forward-looking statements are subject to numerous risks, uncertainties and assumptions. These risks and uncertainties include, but are not limited to, the results and effect of the
Company’s review of its accounting entries and practices, the ability of the Company to complete the restatement of certain of its previously filed financial statements, any related SEC enforcement action, the ability of the Company to file its periodic reports, the risk that the Panel will not grant a stay or extension of the suspension and delisting of the Company’s
common stock, the impact on the Company’s business and the risks identified in the Company’s periodic filings under the Securities Exchange Act of 1934. Because these forward-looking statements are subject to risks and uncertainties, actual
developments and results may differ materially from those express or implied by the forward-looking statements. Readers are cautioned not to place undue reliance on the statements, which speak only as of the date hereof. We undertake no obligation
to publicly update or revise any forward-looking statements after the date they are made, whether as a result of new information, future events or otherwise, except as required by federal securities laws.
Importers, Exporters, Manufacturers, Distributors, Retailers of Leathers, Leathercraft Supplies, Hardware, Findings and Finishes