Tile Shop Holdings, Inc 8-K, filed Dec 15, 2025
Tile Shop Holdings, Inc. (TTSH)
8-K
2025-12-15
For: 2025-12-12
View Original
Added on
April 07, 2026
About this 8-K
Tile Shop Holdings, Inc filed this 8-K on December 15, 2025, reporting on events of December 12, 2025.
Items reported
- Item 3.01: Delisting notice or listing transfer
- Item 5.03: Charter or bylaw amendment, or fiscal year change
- Item 8.01: Other events
- Item 9.01: Financial statements and exhibits
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
of The Securities Exchange Act of 1934
(Exact name of registrant as specified in its charter)
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(State or other jurisdiction of incorporation)
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(Commission File Number)
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(I.R.S. Employer Identification No.)
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(Address of principal executive offices)
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(Zip Code)
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Registrant’s telephone number, including area code: (763 ) 852-2950
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:
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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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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 3.01 |
Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.
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In connection with the events described in Item 5.03 below, Tile Shop Holdings, Inc. (the “Company”) provided advance notice to the Nasdaq Stock Market
LLC of its intent to file a Form 25 Notification of Removal from Listing and/or Registration, in order to voluntarily withdraw its common stock, par value $0.0001 (the “Common Stock”) from listing on the Nasdaq Capital Market (“Nasdaq”) and to
deregister the Common Stock under Section 12(b) of the Securities Exchange Act of 1934 , as amended (the “Exchange Act”). The Company will file a Form 25 with the U.S. Securities and Exchange Commission (the “SEC”) on or about December 17, 2025.
Upon delisting from Nasdaq, the Company intends to file a Form 15 with the SEC on or about December 27, 2025 to deregister the Common Stock under the
Exchange Act. The Company’s reporting obligations under Section 13 and Section 15(d) of the Exchange Act will be suspended immediately upon filing of the Form 15.
| Item 5.03 |
Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
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As previously reported, at the special meeting of the Company’s stockholders held on December 3, 2025 (the “Special Meeting”), the holders of a
majority of the Company’s shares cast and entitled to vote at the meeting approved a proposal granting the Board to effect the Reverse Stock Split (as defined below) in its discretion. Pursuant to such authority granted by the Company’s
stockholders, the Board approved a 1-for-3,000 reverse stock split of the Company’s Common Stock (the “Reverse Stock Split”), followed immediately by a forward stock split of the Common Stock at a ratio of 3,000-for-1 (the “Forward Stock Split,”
and together with the Reverse Stock Split, the “Stock Splits,” and the Stock Splits and the subsequent delisting and deregistration of the Common Stock as described in the Company’s definitive proxy statement on Schedule 14A, filed with the
Commission on November 5, 2025 (the “Proxy Statement”), collectively, the “Transaction”).
On December 15, 2025, the Company filed certificates of amendment to the certificate of incorporation of the Company, as amended, with the Secretary of
State of the State of Delaware to effect the Reverse Stock Split at 5:01 p.m., followed immediately by the Forward Stock Split at 5:02 p.m., respectively, on that day. Beginning at the opening of trading on Tuesday, December 16, 2025, the Company’s
Common Stock will continue to trade on Nasdaq on a post Stock Split basis under the existing symbol “TTSH,” and CUSIP 88677Q208.
As a result of the Stock Splits, each stockholder owning fewer than 3,000 shares of Common Stock immediately prior to the effective time of the Reverse
Stock Split will receive $6.60, without interest, in cash for each whole share of Common Stock held by such stockholder at the effective time of the Reverse Stock Split, and such stockholder will no longer be a stockholder of the Company. Each
stockholder owning more than 3,000 shares of Common Stock at the effective time of the Reverse Stock Split (the “Continuing Stockholders”) will not be entitled to receive any cash for their fractional share interests resulting from the Reverse
Stock Split, if any. The Forward Stock Split will reconvert whole shares and fractional share interests held by the Continuing Stockholders back into the same number of shares of common stock held by such Continuing Stockholders immediately before
the effective time of the Reverse Stock Split. As a result of the Forward Stock Split, the total number of shares of the Company’s common stock held by a Continuing Stockholder will not change as a result of the Reverse Stock Split.
The information set forth herein is qualified in its entirety by reference to, and should be read in conjunction with, the complete text of the
certificate of amendments, filed herewith as Exhibits 3.1 and 3.2, respectively, which are incorporated by reference herein.
Forward-Looking Statements
This Current Report on Form 8-K may contain forward-looking statements that are being made pursuant to the Private Securities Litigation Reform Act of
1995, which provides a “safe harbor” for forward-looking statements to encourage companies to provide prospective information so long as those statements are accompanied by meaningful cautionary statements identifying important factors that could
cause actual results to differ materially from those discussed in the statement. Such forward-looking statements include statements concerning the timing and effectiveness of the implementation of the Stock Splits and the delisting and
deregistration of the Company’s common stock, and the perceived benefits and costs of the proposed delisting and deregistration. Such forward-looking statements are subject to a number of known and unknown risks and uncertainties that could cause
actual results, performance or achievements to differ materially from those described or implied in such forward-looking statements. Accordingly, actual results may differ materially from such forward-looking statements. The Company assumes no
obligation for updating any such forward-looking statements to reflect actual results, changes in assumptions or changes in other factors affecting such forward-looking statements.
| Item 8.01 |
Other Events.
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On December 12, 2025, the Company issued a press release
announcing the effective date for Stock Splits and the Company’s intention to file Forms 25 and 15 to effect the
delisting and deregistration of the Common Stock. The press release is furnished as Exhibit 99.1 and is incorporated herein by reference.
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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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Certificate of Amendment to effect the 1-for-3,000 Reverse Stock Split, effective on December 15, 2025.
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Certificate of Amendment to effect the 3,000-for-1 Forward Stock Split, effective on December 15, 2025.
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Press release, dated December 12, 2025.
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104
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Cover Page Interactive Data File (embedded within the Inline XBRL document).
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4
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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TILE SHOP HOLDINGS, INC.
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Date: December 15, 2025
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By:
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/s/ Cabell H. Lolmaugh
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Name:
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Cabell H. Lolmaugh
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Title:
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Chief Executive Officer
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5
Exhibit 3.1
CERTIFICATE OF AMENDMENT OF THE CERTIFICATE OF INCORPORATION OF TILE SHOP HOLDINGS, INC.
Pursuant to Section 242 of the Delaware General Corporation Law, Tile Shop Holdings, Inc., a corporation organized and existing under the laws of the State of Delaware
(the “Corporation”), does hereby certify as follows:
FIRST: Article FIFTH
of the Certificate of Incorporation of the Corporation, as amended, is hereby amended by adding the following new paragraph at the end thereof:
“Upon the effectiveness of the Certificate of Amendment of this Certificate of Incorporation, as amended, containing this sentence (the “Effective
Time”), each 2,000 to 4,000 shares of the common stock, par value $.0001 per share, of the Corporation issued and outstanding or issued and held in the treasury of the Corporation immediately prior to the
Effective Time (the “Old Common Stock”) shall automatically, without any action on the part of the holders of the Old Common Stock, be reclassified, changed and combined into one share of common stock, par value $.0001 per share, of the Corporation
(the “New Common Stock”), the exact ratio within the 2,000-4,000 range to be determined by the Board of Directors of the Corporation and publicly announced by the Corporation (“Reverse Stock Split” and such number within the 2,000-4,000 range
selected to determine such ratio, the “Minimum Number”); provided that no fractional shares or interests shall be issued to any holder who immediately prior to the Effective Time holds fewer than the Minimum Number of shares of Old Common Stock
(any such holder, a “Cash Out Stockholder”), and that instead of issuing such fractional shares or interests, the Corporation shall, pursuant to Section 155(2) of the Delaware General Corporation Law,
pay in cash the fair value of such fractions of a share or interest as of the Effective Time, which the Board of Directors has determined to be the applicable fractional amount multiplied by $6.60. It is the intention and purpose of this paragraph
for the persons who would otherwise be holder(s) of fractional shares or interests to be dealt with consistent with Applebaum v. Avaya, Inc., 812 A.2d 880 (Del. 2002), such that a beneficial owner who held shares of Old Common Stock in street name
through a nominee (such as a bank or broker) immediately prior to the Effective Time will be treated in the same manner as shareholders whose shares of Old Common Stock are registered in their names immediately prior to the Effective Time, and
nominees will be instructed to effect such treatment for their beneficial holders, and this paragraph shall be interpreted, applied and construed to that effect.”
SECOND: On December
3, 2025, the Board of Directors of the Corporation determined that each 3,000 shares of the Old Common Stock issued and outstanding or issued and held in the treasury of the Corporation immediately prior to the Effective Time shall automatically
be reclassified and combined into one validly issued, fully paid and non-assessable share of New Common Stock. The Corporation publicly announced this ratio on December 3, 2025.
THIRD: This Certificate of Amendment shall be effective as of 5:01 P.M. New York Time on December 15, 2025.
IN WITNESS WHEREOF, the Corporation has caused this Certificate of Amendment to be signed by its duly authorized officer on the date set forth below.
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TILE SHOP HOLDINGS, INC.
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Date: December 15, 2025
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By:
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/s/ Cabell Lolmaugh | |
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Cabell Lolmaugh
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Chief Executive Officer
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Exhibit 3.2
CERTIFICATE OF AMENDMENT OF THE CERTIFICATE OF INCORPORATION OF TILE SHOP HOLDINGS, INC.
Pursuant to Section 242 of the Delaware General Corporation Law, Tile Shop Holdings, Inc., a corporation organized and existing under the laws of the State of Delaware
(the “Corporation”), does hereby certify as follows:
FIRST: Article FIFTH
of the Certificate of Incorporation of the Corporation, as amended, is hereby amended by adding the following new paragraph at the end thereof:
“Upon the effectiveness of the Certificate of Amendment of this Certificate of Incorporation, as amended, containing this sentence (the “Forward
Effective Time”), each one share of the common stock, par value $.0001 per share, of the Corporation issued and outstanding or issued and held in the treasury of the Corporation (and including each fractional share in excess of one share held by
any stockholder) immediately prior to the Forward Effective Time (the “Forward Old Common Stock”) shall automatically, without any action on the part of the holders of the Forward Old Common Stock, be reclassified, changed and subdivided into 4,000
to 2,000 shares of common stock, par value $.0001 per share, of the Corporation (the “Forward New Common Stock”) (or, with respect to such fractional shares, such lesser number of shares as may be applicable based upon such ratio), the exact ratio
within the 4,000-2,000 range to be determined by the Board of Directors of the Corporation and publicly announced by the Corporation; provided, for the avoidance of doubt, no fractional shares or interests that would have been held by a Cash Out Stockholder immediately following the Reverse Stock Split will be so reclassified, changed and subdivided as, in lieu of issuing such fractional shares or interests, the Corporation has paid
or will pay in cash the fair value of such fractional shares or interests.”
SECOND: On December
3, 2025, the Board of Directors of the Corporation determined that each share of the Forward Old Common Stock issued and outstanding or issued and held in the treasury of the Corporation immediately prior to the Effective Time shall automatically
be reclassified and subdivided into 3,000 validly issued, fully paid and non-assessable shares of Forward New Common Stock. The Corporation publicly announced this ratio on December 3, 2025.
THIRD: This Certificate of Amendment shall be effective as of 5:02 P.M. New York Time on December 15, 2025.
IN WITNESS WHEREOF, the Corporation has caused this Certificate of Amendment to be signed by its duly authorized officer on the date set forth below.
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TILE SHOP HOLDINGS, INC.
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Date: December 15, 2025
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By: |
/s/ Cabell Lolmaugh
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Name:
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Cabell Lolmaugh | |
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Title:
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Chief Executive Officer |
Exhibit 99.1
Tile Shop Announces Effective Date for Stock Splits and Delisting from Nasdaq Capital Market
MINNEAPOLIS, December 12, 2025 (GLOBE NEWSWIRE) - Tile Shop
Holdings, Inc. (Nasdaq: TTSH) (“Tile Shop” or the “Company”), a specialty retailer of natural stone, man-made and luxury vinyl tiles, setting and maintenance materials and related accessories, today announced the effective date for the previously
announced Stock Splits (as defined below) and the effective date of the Company’s voluntary delisting from The Nasdaq Capital Market.
Following the approval of the Company’s stockholders at the special meeting of stockholders of the Company held on December 3, 2025, the Company’s Board
of Directors approved a 1-for-3,000 reverse stock split of the Company’s common stock (the “Reverse Stock Split”) followed immediately by a 3,000-for-1 forward stock split of the Company’s common stock (the “Forward Stock Split,” and together with
the Reverse Stock Split, the “Stock Splits”). The Company intends to file certificates of amendment to the certificate of incorporation of the Company, as amended, with the Secretary of State of the State of Delaware on December 15, 2025, to effect
the Reverse Stock Split at 5:01 p.m., followed immediately by the Forward Stock Split at 5:02 p.m., respectively, on that day. Beginning at the opening of trading on Tuesday, December 16, 2025, the Company’s common stock will continue to trade on The
Nasdaq Capital Market on a post Stock Split basis under the existing symbol “TTSH,” and CUSIP 88677Q208.
Stockholders who hold fewer than 3,000 shares immediately prior to the Reverse Stock Split will be paid $6.60 in cash, without interest, for each whole
share of the Company’s common stock held by them at the effective time of the Reverse Stock Split, and thereafter they will no longer be stockholders of the Company. Stockholders owning more than 3,000 shares of the Company’s common stock at the
effective time of the Reverse Stock Split (the “Continuing Stockholders”) will not be entitled to receive any cash for their fractional share interests resulting from the Reverse Stock Split, if any. The Forward Stock Split, which will immediately
follow the Reverse Stock Split, will reconvert whole shares and fractional share interests held by the Continuing Stockholders back into the same number of shares of common stock held by such Continuing Stockholders immediately before the effective
time of the Reverse Stock Split. As a result of the Forward Stock Split, the total number of shares of the Company’s common stock held by a Continuing Stockholder will not change as a result of the Reverse Stock Split.
As previously announced, the Company is undertaking the Stock Splits in connection with the proposed delisting of its common stock from The Nasdaq Stock
Market LLC and the deregistration of its common stock under Section 12(g) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), to avoid the substantial cost and expense of being a public reporting company and to allow the Company
to have more time to focus on managing the Company’s businesses and undertaking new initiatives that may result in greater long-term growth and increased stockholder value. The Company anticipates savings exceeding $2.4 million on an annual basis as
a result of the proposed deregistration and delisting. The Company intends to file a Form 25 Notification of Removal from Listing and/or Registration with the U.S. Securities and Exchange Commission (the “SEC”) on December 17, 2025, in order to
voluntarily withdraw its common stock from listing. Upon the effective date of the delisting, the Company intends to file a Form 15 with the SEC on or about December 27, 2025, to deregister its common stock from the SEC and the Company’s obligation
to file periodic reports under the Exchange Act will be suspended immediately upon filing of the Form 15.
Additional information about the Stock Splits can be found in the Company’s definitive proxy statement on Schedule 14A filed with the Securities and
Exchange Commission on November 5, 2025.
About The Tile Shop
The Tile Shop (Nasdaq: TTSH) is a leading specialty retailer of natural stone, man-made and luxury vinyl tiles, setting and maintenance materials, and
related accessories in the United States. The Tile Shop offers a wide selection of high-quality products, exclusive designs, knowledgeable staff and exceptional customer service in an extensive showroom environment. The Tile Shop currently operates
140 stores in 31 states and the District of Columbia.
The Tile Shop is a proud member of the American Society of Interior Designers (ASID), National Association of Homebuilders (NAHB), National Kitchen and
Bath Association (NKBA), and the National Tile Contractors Association (NTCA). Visit www.tileshop.com. Join The Tile Shop (#thetileshop) on Facebook, Instagram, Pinterest
and X, previously known as Twitter.
Forward-Looking Statements
This press release may contain forward-looking statements that are being made pursuant to the Private Securities Litigation Reform Act of 1995, which
provides a “safe harbor” for forward-looking statements to encourage companies to provide prospective information so long as those statements are accompanied by meaningful cautionary statements identifying important factors that could cause actual
results to differ materially from those discussed in the statement. Such forward-looking statements include statements concerning the timing and effectiveness of the implementation of the Stock Splits and the delisting and deregistration of the
Company’s common stock, and the perceived benefits and costs of the proposed delisting and deregistration. Such forward-looking statements are subject to a number of known and unknown risks and uncertainties that could cause actual results,
performance or achievements to differ materially from those described or implied in such forward-looking statements. Accordingly, actual results may differ materially from such forward-looking statements. The Company assumes no obligation for
updating any such forward-looking statements to reflect actual results, changes in assumptions or changes in other factors affecting such forward-looking statements.
Investor Relations
Email: investorrelations@tileshop.com