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) July 15, 2024

BASSETT FURNITURE INDUSTRIES, INCORPORATED

(Exact name of registrant as specified in its charter)

Virginia	000-00209	54-0135270
(State or other jurisdiction of incorporation or organization)	(Commission File No.)	(I.R.S. Employer Identification No.)

3525 FAIRYSTONE PARK HIGHWAY BASSETT, Virginia	24055
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code (276) 629-6000

(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))

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

Title of each class		Trading Symbol		Name of exchange on which registered
Common Stock ($5.00 par value)		BSET		NASDAQ

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 or Rule 12b-2 of the Securities Exchange Act of 1934.

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 1.05

Material Cybersecurity Incidents.

On July 10, 2024, Bassett Furniture Industries, Incorporated (the “Company”) detected unauthorized occurrences on a portion of its information technology (IT) systems. Upon detecting the unauthorized occurrences, the Company immediately began taking steps to contain, assess and remediate the incident, including beginning an investigation, activating its incident response plan, and shutting down some systems. The threat actor disrupted the Company’s business operations by encrypting some data files. As a result of the Company’s containment measures, which included shutting down some systems, the Company has not been, and, as of the date of this Report is not operating its manufacturing facilities. The Company’s retail stores and e-commerce platform are open, and customers are able to place orders and purchase available merchandise; however, the Company’s ability to fulfill orders is currently impacted. The Company is working to bring the impacted portions of its IT systems back online and implement workarounds for certain offline operations with the aim of reducing disruption to its ability to serve its retail, e-commerce and wholesale customers. At this time, the Company does not believe personal information from consumers was compromised. The Company continues to work diligently to respond to and mitigate the impact from the incident.

As the investigation of the incident is ongoing, the full scope, nature and impact of the incident are not yet known. As of the date of this filing, the incident has had and is reasonably likely to continue to have a material impact on the Company’s business operations until recovery efforts are completed. The Company has not yet determined whether the incident is reasonably likely to materially impact the Company’s financial condition or results of operations.

Forward-Looking Statements

Certain of the statements in this Current Report on Form 8-K (this “Report”), particularly those preceded by, followed by or including the words “believes,” “plans,” “expects,” “anticipates,” “intends,” “should,” “estimates,” or similar expressions, constitute “forward looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended. All statements regarding the known scope and expected impact of the cybersecurity incident described in this Report are forward-looking statements. Expectations included in the forward-looking statements are based on preliminary information, as well as certain assumptions which management believes to be reasonable at this time. The Company cautions that these statements are subject to numerous important risks, uncertainties, assumptions and other factors, some of which are beyond its control, that could cause its actual results to differ materially from those expressed or implied by such forward-looking statements, including, among others: additional information regarding the extent of the cybersecurity incident that the Company may uncover during its ongoing investigation; the compromise or improper use of sensitive, proprietary, confidential financial, or personal data or information, if it is determined that any such data was compromised, which may result in negative consequences such as fines, penalties, or loss of reputation, including in ways that adversely impact the Company’s competitiveness in attracting and retaining customers; incremental expenses associated with the Company’s on-going investigation and remediation of the cybersecurity incident; the nature and scope of any claims, litigation or regulatory proceedings that may be brought against the Company as a result of the cybersecurity incident or the Company’s response thereto; other legal, reputational and financial risks resulting from this or other cybersecurity incidents and the potential impact of this cybersecurity incident on the Company’s revenues, operating expenses, and operating results; and the other factors set forth in in the Company’s Annual Report on Form 10-K for the 2023 fiscal year filed with the SEC on January 25, 2024, which is available at www.sec.gov and www.bassettfurniture.com under the “Investors Relations” tab. For those statements, Bassett claims the protection of the safe harbor for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995. Any forward-looking statement that the Company makes speaks only as of the date of such statement, and the Company undertakes no obligation to update any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law.

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.

	BASSETT FURNITURE INDUSTRIES, INCORPORATED

Date: July 15, 2024	By:	/s/ J. Michael Daniel
		J. Michael Daniel
		Title: Senior Vice President – Chief Financial & Administrative Officer

Document And Entity Information	Jul. 15, 2024
Document Information [Line Items]
Entity, Registrant Name	BASSETT FURNITURE INDUSTRIES, INCORPORATED
Document, Type	8-K
Document, Period End Date	Jul. 15, 2024
Entity, Incorporation, State or Country Code	VA
Entity, File Number	000-00209
Entity, Tax Identification Number	54-0135270
Entity, Address, Address Line One	3525 FAIRYSTONE PARK HIGHWAY
Entity, Address, City or Town	BASSETT
Entity, Address, State or Province	VA
Entity, Address, Postal Zip Code	24055
City Area Code	276
Local Phone Number	629-6000
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common Stock
Trading Symbol	BSET
Security Exchange Name	NASDAQ
Entity, Emerging Growth Company	false
Amendment Flag	false
Entity, Central Index Key	0000010329