Amended Notification That Annual Report Will Be Submitted Late (nt 10-k/a)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 12b-25/A

SEC FILE NUMBER

1-07521

NOTIFICATION OF LATE FILING

CUSIP NUMBER

358435105

(Check One): ☒ Form 10-K ☐ Form 20-F ☐ Form 11-K ☐ Form 10-Q ☐ Form 10-D ☐ Form N-SAR

☐ Form N-CSR

For Period Ended: March 31, 2021

☐ Transition Report on Form 10-K

☐ Transition Report on Form 20-F

☐ Transition Report on Form 11-K

☐ Transition Report on Form 10-Q

☐ Transition Report on Form N-SAR

For the Transition Period Ended:

Read Instruction Before Preparing Form. Please Print or Type.

Nothing in this form shall be construed to imply that the Commission has verified any information contained herein.

If the notification relates to a portion of the filing checked above, identify the Item(s) to which the notification relates:

PART I – REGISTRANT INFORMATION

Friedman Industries, Inc.

Full Name of Registrant

N/A

Former Name if Applicable

1121 Judson Road Suite 124

Address of Principal Executive Office (Street and Number)

Longview, Texas 75601

City, State and Zip Code

Explanatory Note

This Amendment No. 1 to Form 12b-25 (this “Amendment”) amends the Form 12b-25 originally filed by Friedman Industries, Inc. on June 29, 2021 (the “Original Filing”). This Amendment is filed to correct a typographical error in the filing date of the Form 8-K referenced in the final sentence of Part III of the Original Filing. Except as described above, no other changes have been made to the Original Filing. The Original Filing continues to speak as of the date of the Original Filing, and we have not updated the disclosures contained therein to reflect any events which occurred at a date subsequent to the filing of the Original Filing.

PART II - RULES 12b-25(b) and (c)

If the subject report could not be filed without unreasonable effort or expense and the registrant seeks relief pursuant to Rule 12b-25(b), the following should be completed. (Check box if appropriate)

	(a)	The reason described in reasonable detail in Part III of this form could not be eliminated without unreasonable effort or expense;
☒	(b)	The subject annual report, semi-annual report, transition report on Form 10-K, Form 20-F, Form 11-K, Form N-SAR or Form N-CSR, or portion thereof, will be filed on or before the fifteenth calendar day following the prescribed due date; or the subject quarterly report or transition report on Form 10-Q or subject distribution report on Form 10-D, or portion thereof, will be filed on or before the fifth calendar day following the prescribed due date; and
	(c)	The accountant’s statement or other exhibit required by Rule 12b-25(c) has been attached if applicable.

PART III - NARRATIVE

State below in reasonable detail why Forms 10-K, 20-F, 11-K, 10-Q,10-D, N-SAR, N-CSR, or the transition report or portion thereof, could not be filed within the prescribed time period.

Friedman Industries, Inc. (the “Company”) has determined that it is unable to file with the Securities and Exchange Commission its Annual Report on Form 10-K for the fiscal year ended March 31, 2021 (the “Form 10-K”) within the prescribed time period without unreasonable effort or expense. The Company is still preparing analyses and providing documentation requested by its auditors in connection with its audit for the year ended March 31, 2021. The Company expects to file the Form 10-K no later than fifteen calendar days following the due date of the Form 10-K.

Notwithstanding the Company’s inability to file its Form 10-K within the prescribed time period, the Company currently does not expect to report in its Form 10-K any material changes to its financial results from those previously reported in the press release for the Company’s financial results for the periods ended March 31, 2021 contained in the Form 8-K filed on May 25, 2021.

PART IV - OTHER INFORMATION

(1)	Name and telephone number of person to contact in regard to this notification

Alex LaRue		903		758-3431
(Name)		(Area Code)		(Telephone Number)

(2)

Have all other periodic reports required under Section 13 or 15(d) of the Securities Exchange Act of 1934 or Section 30 of the Investment Company Act of 1940 during the preceding 12 months or for such shorter period that the registrant was required to file such report(s) been filed? If the answer is no, identify report(s). Yes ☒ No ☐

(3)	Is it anticipated that any significant change in results of operations from the corresponding period for the last fiscal year will be reflected by the earnings statements to be included in the subject report or portion thereof? Yes ☒ No ☐

If so, attach an explanation of the anticipated change, both narratively and quantitatively, and, if appropriate, state the reasons why a reasonable estimate of the results cannot be made.

For the prior fiscal year ended March 31, 2020 (“Fiscal 2020”), the Company reported a net loss of $5,249,210. Fiscal 2020 results were negatively impacted by a fixed asset impairment loss of $4,338,419 and an inventory write-down of $955,605. The Company experienced a historic rise in steel prices during the fiscal year ended March 31, 2021 (“Fiscal 2021”) which positively impacted results due to significant margin improvement. In Fiscal 2021, the Company did not have any fixed asset impairment charges and had an inventory write down of $274,093. The Company expects to report net earnings of approximately $11,000,000 for fiscal 2021. A more detailed discussion of results of operations will be included in the Management’s Discussion and Analysis of Financial Condition and Results of Operations in the Company’s Form 10-K to be filed.

Friedman Industries, Inc.

(Name of Registrant as Specified in Charter)

has caused this notification to be signed on its behalf by the undersigned hereunto duly authorized.