Current Report Filing (8-k)
January 10 2022 - 7:23AM
Edgar (US Regulatory)
0001318484
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2022-01-10
2022-01-10
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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): January 10, 2022
Citi Trends, Inc.
(Exact name of
registrant as specified in its charter)
Delaware
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000-51315
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52-2150697
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(State or other jurisdiction of incorporation)
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(Commission File Number)
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(IRS Employer Identification No.)
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104
Coleman Boulevard, Savannah,
Georgia
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31408
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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: (912) 236-1561
Former
name or former address, if changed since last report: Not applicable
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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¨
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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¨
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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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¨
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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:
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, $0.01 par value
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CTRN
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Nasdaq Stock 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 2.02.
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Results of Operations and Financial Condition.
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On January 10, 2022, Citi Trends, Inc.
(the “Company”) issued a press release that includes its unaudited sales results for the nine-week holiday period ended January
1, 2022 and other updates regarding its business (the “Press Release”). A copy of the Press Release is attached to this Current
Report on Form 8-K (“Current Report”) as Exhibit 99.1, the contents of which are incorporated herein solely for
purposes of this Item 2.02 disclosure by this reference.
The information contained in this Item 2.02, including
the Press Release attached to this Current Report, is being furnished and 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 such section.
The information in this Item 2.02, including the Press Release, shall not be incorporated by reference into any filings under the Securities
Act of 1933, as amended (the “Securities Act”), or the Exchange Act, except as shall be expressly set forth by specific reference
in any such filing.
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Item 7.01.
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Regulation FD Disclosure.
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On January 10, 2022, in advance of its presentation
at the virtual ICR conference on January 10, 2022, the Company released an updated investor presentation. A live audio webcast of
the presentation along with a copy of the investor presentation is available in the Investor Relations section of the Company’s
website: https://ir.cititrends.com. Materials on the Company’s website are not part of or incorporated by reference into this Current
Report.
The information contained in this Item 7.01 is
being furnished and shall not be deemed “filed” for purposes of Section 18 of the Exchange Act, or otherwise subject
to the liabilities of such section. The information in this Item 7.01, including the Press Release attached to this Current Report, shall
not be incorporated by reference into any filings under the Securities Act or the Exchange Act, except as shall be expressly set forth
by specific reference in any such filing.
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Item 9.01.
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Financial Statements and Exhibits.
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(d) Exhibits.
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 thereunto
duly authorized.
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CITI TRENDS, INC.
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Date: January 10, 2022
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By:
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/s/ Pamela J. Edwards
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Name:
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Pamela J. Edwards
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Title:
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Executive Vice President, Chief Financial Officer
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