Current Report Filing (8-k)
June 29 2022 - 5:01PM
Edgar (US Regulatory)
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2022-06-26
2022-06-26
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UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
DC 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):
June
26, 2022
SUPERIOR
DRILLING PRODUCTS, INC.
(Exact
name of registrant as specified in its charter)
Utah |
|
46-4341605 |
(State
of |
|
(I.R.S.
Employer |
Incorporation) |
|
Identification No.) |
1583
South 1700 East |
|
|
Vernal,
Utah |
|
84078 |
(Address
of principal executive offices) |
|
(Zip
code) |
Commission
File Number: 001-36453
Registrant’s
telephone number, including area code: (435) 789-0594
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:
☐ |
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 Exchange Act:
Title
of each class: |
|
Trading
Symbol(s) |
|
Name
of each exchange on which registered: |
Common
Stock, $0.001 par value |
|
SDPI |
|
NYSE
American |
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
1.01. |
Entry
into a Material Definitive Agreement. |
Effective
June 26, 2022, Hard Rock Solutions, LLC (“Hard Rock”), a wholly owned subsidiary of Superior Drilling Products, Inc. (the
“Company”), entered into an Exclusive Channel Partner and Distribution Agreement with Bin Zayed Petroleum for Investment
Ltd. (“BZP”). Under this agreement, BZP is engaged as the exclusive distributor of the Company’s Drill N Ream tool
(the “DNR Tool”) within a territory including the Middle East and North Africa (“MENA”). BZP has the exclusive
right to distribute and market, for lease or rental, and to provide limited servicing, of the DNR Tool within such territory on pricing
and other terms specified in the agreement.
The
agreement has an initial term of three years with renewal provisions at the option of the parties, and is subject to the achievement
of certain ongoing performance and revenue targets. During the term of the Agreement, BZP will purchase DNR Tools from the Company and
the Company will repair and maintain the purchased tools at an agreed repair price per tool. In addition, BZP will purchase the Company’s
existing DNR MENA inventory over the next 12 months with the initial existing inventory purchase of approximately $4.1 million effective
in July 2022, and an aggregate purchase of approximately $13.0 million over such 12 month period. The agreement includes customary provisions
regarding liability, indemnification, insurance and damages.
The
foregoing description of the distribution agreement is qualified in its entirety by reference to the text of the distribution agreement,
which is filed as Exhibit 10.1 to this Form 8-K and is incorporated herein by reference.
On
June 29, 2022, the Company issued a press release announcing the execution of the agreement with BZP. The press release is filed as Exhibit
99.1 to this Form 8-K and is incorporated herein by reference.
Item
9.01 |
Financial
Statements and Exhibits. |
*
Portions of the exhibit or exhibits have been omitted pursuant to Item 601(b)(10) of Regulation S-K.
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.
Date:
June 29, 2022
|
SUPERIOR
DRILLING PRODUCTS, INC. |
|
|
|
/s/
Christopher D. Cashion |
|
Christopher
D. Cashion |
|
Chief
Financial Officer |
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