Form 8-K - Current report

SIGMATRON INTERNATIONAL, INC.

Date: September 11, 2024

/s/ James J. Reiman

James J. Reiman

Chief Financial Officer

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): September 10, 2024

SIGMATRON INTERNATIONAL, INC.

(Exact name of registrant as specified in its charter)

Delaware

0-23248

36-3918470

(State or Other Jurisdiction

of Incorporation)

(Commission

File Number)

(IRS Employer

Identification No.)

2201 Landmeier Road

Elk Grove Village, Illinois

60007

(Address of Principal Executive Offices)

(Zip Code)

Registrant’s Telephone Number, Including Area Code: (847) 956-8000

Not Applicable

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

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 Instructions A.2. below):

☐	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))

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

Title of each class

Trading
Symbol(s)

Name of each exchange

on which registered

Common Stock, $0.01 par value per share

SGMA

The NASDAQ Capital Market

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.

As previously disclosed, on August 16, 2024, SigmaTron International, Inc. (NASDAQ: SGMA), an electronic manufacturing services company (the “Company”) received a notice (the “Notice”) from the Nasdaq Stock Market LLC (“Nasdaq”) indicating that the Company was no longer in compliance with the continued listing requirements under Nasdaq Listing Rule 5250(c)(1) as a result of the Company’s delay in timely filing its Form 10-K for the fiscal year ended April 30, 2024 with the Securities and Exchange Commission (the “SEC”).

On September 3, 2024, the Company filed its Form 10-K (as amended on September 6, 2024, the “Form 10-K”) with the SEC and was subsequently notified on September 10, 2024, that the Company had regained compliance under Nasdaq Listing Rule 5250(c)(1) as a result of the filing of the Form 10-K and that this matter is now closed.

On September 11, 2024, the Company issued a press release announcing the foregoing. A copy of that press release is attached to this Current Report on Form 8-K as Exhibit 99.1 and incorporated herein by reference.

ITEM 9.01.

Financial Statements and Exhibits.

(d)	Exhibits. The exhibits listed in the following Exhibit Index are filed as part of this current report.


Exhibit No.		Description

Exhibit 99.1		SigmaTron International, Inc. press release dated September 11, 2024.

104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

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.

Exhibit 99.1

LOGO

SigmaTron International, Inc.

2201 Landmeier Road

Elk Grove Village, Illinois 60007

TEL (800) 700-9095

LOGO

For Further Information Contact:

SigmaTron International, Inc.

James J. Reiman

1-800-700-9095

SIGMATRON INTERNATIONAL, INC. REGAINS COMPLIANCE WITH NASDAQ LISTING RULE 5250(c)(1)

ELK GROVE VILLAGE, Illinois September 11, 2024 — SigmaTron International, Inc. (NASDAQ: SGMA), an electronic manufacturing services company (the “Company”), announced today that on September 10, 2024, it received notice from the Listing Qualifications Department of the Nasdaq Stock Market LLC (“Nasdaq”) indicating the Company has regained compliance with Nasdaq Listing Rule 5250(c)(1) by filing with the Securities and Exchange Commission (“SEC”) its Form 10-K for the annual period ended April 30, 2024, on September 3, 2024 (as amended on September 6, 2024, the “Form 10-K”).

As previously disclosed, on August 16, 2024, the Company received notice from Nasdaq indicating that, as a result of the Company’s delay in filing its Form 10-K, the Company was no longer in compliance with the timely filing requirements under Nasdaq Listing Rule 5250(c)(1). As a result of filing the Form 10-K, the Company has regained compliance with Nasdaq Listing Rule 5250(c)(1).

About SigmaTron International, Inc.

Headquartered in Elk Grove Village, Illinois, SigmaTron International, Inc. operates in one reportable segment as an independent provider of electronic manufacturing services (“EMS”). The EMS segment includes printed circuit board assemblies, electro-mechanical subassemblies and completely assembled (box-build) electronic products. The Company and its wholly-owned subsidiaries operate manufacturing facilities in Elk Grove Village, Illinois; Acuna, Chihuahua, and Tijuana Mexico; Union City, California; Suzhou, China; and Biên Hòa City, Vietnam. In addition, the Company maintains an International Procurement Office and Compliance and Sustainability Center in Taipei, Taiwan. The Company also provides design services in Elk Grove Village, Illinois, U.S.

Document and Entity Information	Sep. 10, 2024
Cover [Abstract]
Entity Registrant Name	SIGMATRON INTERNATIONAL INC
Security Exchange Name	NASDAQ
Amendment Flag	false
Entity Central Index Key	0000915358
Document Type	8-K
Document Period End Date	Sep. 10, 2024
Entity Incorporation State Country Code	DE
Entity File Number	0-23248
Entity Tax Identification Number	36-3918470
Entity Address, Address Line One	2201 Landmeier Road
Entity Address, City or Town	Elk Grove Village
Entity Address, State or Province	IL
Entity Address, Postal Zip Code	60007
City Area Code	(847)
Local Phone Number	956-8000
Written Communications	false
Soliciting Material	false
Pre Commencement Tender Offer	false
Pre Commencement Issuer Tender Offer	false
Security 12b Title	Common Stock, $0.01 par value per share
Trading Symbol	SGMA
Entity Emerging Growth Company	false