UNITED STATES
SECURITIES AND EXCHANGECOMMISSION
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): May 29, 2025
SMITH-MIDLAND CORPORATION |
(Exact Name of Registrant as Specified in Charter) |
Delaware | 1-13752 | 54-1727060 | ||
(State or other jurisdiction | (Commission | (IRS Employer | ||
of incorporation) | File Number) | Identification No.) |
P.O. Box 300, 5119 Catlett Road
Midland, Virginia 22728
(Address of principal executive offices)
Registrant’s telephone number, including area code: (504) 439-3266
_______________________
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:
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| Name of each exchange |
Title of each class |
| Trading Symbol |
| on which registered |
Common Stock, $0.01 par value per share |
| SMID |
| NASDAQ |
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 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.
On May 29, 2025, Smith-Midland Corporation (the “Company”), received a letter from Nasdaq indicating that the Company has regained compliance as it relates to its Annual Report on Form 10-K (“10-K”) for the year ended December 31, 2024. The Company’s 10-K was filed on May 27, 2025.
On May 29, 2025, the Company received a letter from Nasdaq, indicating it was not in compliance with Nasdaq listing rule 5250(c)(1), which requires the timely filing of all required periodic financial reports with the Securities and Exchange Commission. The required filing in question is the Company’s Quarterly Report on Form 10-Q (“10-Q”) for the quarter ended March 31, 2025. The delay in filing the 10-Q is related to the Company requiring additional time to complete its financial reporting close process as a result of delays in filing the Company’s 10-K. The Company expects to file its 10-Q in the near future.
On June 4, 2025, the Company issued a press release announcing the above-detailed late filing. The press release issued by the Company in connection with the announcement is attached hereto as Exhibit 99.1.
ITEM 9.01 Financial Statements and Exhibits.
Exhibit |
| Exhibit Description |
No |
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104 |
| Cover Page Interactive Data File (embedded within the Inline XBRL document) |
The information filed as Exhibit 99.1 to this Form 8-K is being furnished and shall not be deemed to be “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of such section, nor shall such information be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.
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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.
| SMITH-MIDLAND CORPORATION |
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Dated: June 4, 2025 | By: | /s/ Dominic L. Hunter | |
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| Chief Financial Officer |
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EXHIBIT 99.1
Smith-Midland Announces Receipt of Nasdaq Letter
MIDLAND, VA – June 4, 2025 – Smith-Midland Corporation (NASDAQ: SMID) (the “Company”), a provider of innovative, high-quality proprietary and patented precast concrete products and systems, today announced it received a letter from Nasdaq, dated May 29, 2025, indicating that the Company has regained compliance as it relates to its Annual Report on Form 10-K (“10-K”) for the year ended December 31, 2024. The Company’s 10-K was filed on May 27, 2025.
On May 29, 2025, the Company received a letter from Nasdaq, indicating it was not in compliance with Nasdaq listing rule 5250(c)(1), which requires the timely filing of all required periodic financial reports with the Securities and Exchange Commission. The required filing in question is the Company’s Quarterly Report on Form 10-Q (“10-Q”) for the quarter ended March 31, 2025.
The delay in filing the 10-Q is related to the Company requiring additional time to complete its financial reporting close process as a result of delays in filing the Company’s 10-K. The Company expects to file its 10-Q in the near future.
As previously disclosed on the Company's Form 12b-25 filed with the SEC on May 15, 2025, revenue is expected to be higher for the quarter ended March 31, 2025 than the prior year quarter ended March 31, 2024, resulting in significantly higher net income for the quarter ended March 31, 2025 than the prior year quarter ended March 31, 2024. Numbers at this time are preliminary and subject to further adjustment.
About Smith-Midland
Smith-Midland develops, manufactures, licenses, rents, and sells a broad array of precast concrete products and systems for use primarily in the construction, transportation, and utility industries.
Smith-Midland Corporation has three manufacturing facilities in: Midland, VA, Reidsville, NC, and Columbia, SC, and a J-J Hooks® Safety Barrier rental firm, Concrete Safety Systems. Easi-Set Worldwide, a wholly owned subsidiary of Smith-Midland Corporation, licenses the production and sale of Easi-Set products, including J-J Hooks and SlenderWall®, and provides diversification opportunities to the precast industry worldwide. For more information, please call (540) 439-3266 or visit www.smithmidland.com.
Forward-Looking Statements
This announcement contains forward-looking statements, which involve risks and uncertainties. The Company’s actual results may differ significantly from those discussed in the forward-looking statements. Factors that might cause such a difference include, but are not limited to, product demand, the impact of competitive products and pricing, capacity and supply constraints or difficulties, the uncertainties arising from the policies of the new Administration and DOGE, the risk of less government spending on infrastructure than anticipated, inflationary factors including potential recession, our material weaknesses in internal controls, general business and economic conditions, our debt exposure, our high level of accounts receivables, the effect of the Company’s accounting policies and other risks detailed in the Company’s Annual Report on Form 10-K and other filings with the Securities and Exchange Commission.
Company Contact:
Dominic L. Hunter
540-439-3266
investors@smithmidland.com
Investor Relations:
Steven Hooser
Three Part Advisors, LLC
(214) 872-2710