Current Report Filing (8-k)
November 17 2020 - 6:10AM
Edgar (US Regulatory)
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):
November
12, 2020
SUPERIOR
DRILLING PRODUCTS, INC.
(Exact
name of registrant as specified in its charter)
Utah
(State
of Incorporation)
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46-4341605
(I.R.S.
Employer Identification No.)
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1583
South 1700 East
Vernal,
Utah
(Address
of principal executive offices)
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84078
(Zip
code)
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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:
[ ]
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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 Exchange 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, $0.001 par value
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SDPI
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NYSE
American
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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. [ ]
Item
1.01. Entry into a Material Definitive Agreement.
On
November 12, 2020, Superior Drilling Product, Inc. (the “Company”) entered into a sale-leaseback agreement for its
headquarters and manufacturing facilities in Vernal, Utah. The transaction is subject to customary due diligence and the Company
expects the transaction to close before year end.
Under
the terms of the transaction, the Company will sell the property for $4.5 million and simultaneously enter into a 15-year lease.
After fees, the Company is expected to net approximately $4.2 million in proceeds of which $2.5 million will be used to repay
in full the outstanding mortgage on the property. Lease terms are for monthly payments that are $17 thousand less than current
mortgage debt service.
The
agreement includes customary representations, warranties, covenants and indemnities. The agreement can be terminated by the buyer
for any reason during the 21 day buyer’s study and the earnest money deposit will be refunded to the buyer. If termination
occurs after the 21 day buyer’s study and before closing, the earnest money deposit will not be refunded to the buyer.
Item
8.01 Other Events.
On
November 12, 2020, the Company issued a press release announcing the sale-leaseback agreement. A copy of the press release is
filed herewith as Exhibit 99.1.
Item
9.01. Financial Statements and 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 hereunto duly authorized.
Date:
November 17, 2020
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SUPERIOR
DRILLING PRODUCTS, INC.
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/s/
Christopher D. Cashion
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Christopher
D. Cashion
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Chief
Financial Officer
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