Form 8-K - Current report

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) – August 22, 2023

SIFCO Industries, Inc.

(Exact name of registrant as specified in its charter)

Ohio

1-5978

34-0553950

(State or other jurisdiction

of incorporation)

(Commission

File Number)

(IRS Employer

Identification No.)

970 East 64th Street, Cleveland Ohio

44103

(Address of principal executive offices)

(ZIP Code)

Registrant’s telephone number, including area code: (216) 881-8600

N.A.

(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 Instruction 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))

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. ☐

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 Shares

SIF

NYSE American


Item 3.01			Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

On August 22, 2023, SIFCO Industries, Inc. (the “Company” or “SIFCO”) received a notice from the NYSE American LLC (the “NYSE American”) indicating that, due to the delay in the filing of its Quarterly Report on Form 10-Q for the period ended June 30, 2023 (the “Form 10-Q”) (as reported on the Form 12b-25 filed by the Company on August 14, 2023), the Company is not in compliance with the continued listing standards of the NYSE American and is subject to the procedures and requirements set forth in Section 1007 of the NYSE American Company Guide. The Company expects to complete the preparation, review and filing of the Form 10-Q within the timeframe prescribed under Section 1007 of the NYSE American Company Guide.

On August 28, 2023, SIFCO issued a press release announcing the receipt of the NYSE notice, which press release is filed herewith as Exhibit 99.1.

The Company has completed data recovery and restoration from the cyber incident and fulfilled filing of its Quarterly Report on Form 10-Q for the periods ended December 31, 2022, and March 31, 2023.


Item 9.01			Financial Statements and Exhibits.

(d) Exhibits

99.1 Press Release by the Company regarding the NYSE American notice dated August 2 2 , 2023.

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.



						SIFCO Industries, Inc.
						(Registrant)

Date: August 28, 2023
						/s/ Thomas R. Kubera
						Thomas R. Kubera
						Chief Financial Officer
						(Principal Financial Officer)

SIFCO Industries, Inc. Received Notice of Non-Compliance with NYSE AMERICAN Continued Listing Requirements

Cleveland– SIFCO Industries, Inc. (NYSE American: SIF) (the “Company” or “SIFCO”) received a notice on August 22, 2023 from the NYSE American LLC ("NYSE American") indicating that, due to the delay in the filing of its Quarterly Report on Form 10-Q for the period ended June 30, 2023 (the “Form 10-Q”), the Company is not in compliance with the continued listing standards of the NYSE American, and is subject to the procedures and requirements set forth in Section 1007 of the NYSE American Company Guide. Under the applicable provisions of the NYSE American Company Guide, until SIFCO files its Form 10-Q, its common stock will remain listed on the NYSE American under the symbol “SIF,” but will be assigned an ".LF" indicator to indicate late filing status. Five business days following the receipt of this noncompliance notice, SIFCO will be added to the list of NYSE American noncompliant issuers on the website and the indicator will be disseminated with the Company’s ticker symbol. The indicator will be removed once the Company has regained compliance with all applicable listing standards.

As noted in the Form 12b-25 filed on August 14, 2023, SIFCO has experienced delays in obtaining and compiling the information required in order to complete the preparation of its financial statements to be included in its Quarterly Report on Form 10-Q for the period ended June 30, 2023. This is primarily attributable to information access limitations experienced due to the cyber incident that the Company became aware of on December 30, 2022 (the “Cyber Incident”) and was reported by the Company on Form 8-K filed with the Securities and Exchange Commission on January 6, 2023 and further described by the Company on Forms 8-K filed with the Securities and Exchange Commission on each of February 10, 2023 and April 12, 2023. Accordingly, the Company is not able to complete the preparation, review and filing of its Form 10-Q for the quarter ended June 30, 2023 within the prescribed time period without unreasonable effort or expense.

In order to maintain its listing, SIFCO will have a six-month period from August 21, 2023 to regain compliance with Section 1007 of the NYSE American Company Guide. The Company will be monitored by the NYSE American during this time, and the NYSE American will initiate delisting procedures if deemed appropriate.

The Company expects to complete the preparation, review and filing of the Form 10-Q within the timeframe prescribed under Section 1007 of the NYSE American Company Guide.

Forward-Looking Language

Certain statements contained in this press release are “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995, such as statements relating to financial results and plans for future business development activities, and are thus prospective. Such forward-looking statements are subject to risks, uncertainties and other factors, which could cause actual results to differ materially from future results expressed or implied by such forward-looking statements. Potential risks and uncertainties include, but are not limited to, economic conditions, concerns with or threats of, or the consequences of, pandemics, contagious diseases or health epidemics, including COVID-19, competition and other uncertainties the Company, its customers, and the industry in which they operate have experienced and continue to experience, detailed from time to time in the Company’s Securities and Exchange Commission filings.

The Company's Annual Report on Form 10-K for the year ended September 30, 2022 and other reports filed with the Securities and Exchange Commission can be accessed through the Company's website: www.sifco.com, or on the Securities and Exchange Commission's website: www.sec.gov.

SIFCO Industries, Inc. is engaged in the production of forgings and machined components primarily for the aerospace and energy markets. The processes and services include forging, heat-treating, coating, and machining.

Contacts

SIFCO Industries, Inc.

Thomas R. Kubera, 216-881-8600

www.sifco.com

Cover	Feb. 22, 2023
Cover [Abstract]
Document Type	8-K
Document Period End Date	Aug. 22, 2023
Entity Registrant Name	SIFCO Industries, Inc.
Entity Incorporation, State or Country Code	OH
Entity File Number	1-5978
Entity Tax Identification Number	34-0553950
Entity Address, Postal Zip Code	44103
Entity Address, State or Province	OH
Entity Address, City or Town	Cleveland
Entity Address, Address Line One	970 East 64th Street,
City Area Code	216
Local Phone Number	881-8600
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity Emerging Growth Company	false
Title of 12(b) Security	Common Shares
Trading Symbol	SIF
Security Exchange Name	NYSEAMER
Amendment Flag	false
Entity Central Index Key	0000090168