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
August 16, 2019
Date of Report (date of earliest event reported)
XPEL, INC.
(Exact name of registrant as specified in its charter)
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Nevada
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001-38858
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20-1117381
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(State or other jurisdiction of incorporation or organization)
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(Commission File Number)
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(I.R.S. Employer Identification No.)
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618 W. Sunset Road
San Antonio, Texas
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78216
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(Address of Principal Executive Offices)
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(Zip Code)
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Registrant's telephone number, including area code: (210) 678-3700
(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):
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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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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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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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, par value $0.001 per share
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XPEL
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The Nasdaq Stock Market LLC
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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
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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.
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Item 7.01 Regulation FD Disclosure
XPEL, Inc. has applied to voluntarily delist its common stock from the TSX Venture Exchange (“TSXV”). Accordingly, it is anticipated that, effective at the close of markets on August 30, 2019, the Company’s shares will no longer be traded on the TSXV but will continue to trade on the Nasdaq Capital Market (“Nasdaq”) under the symbol “XPEL”.
A press release related to this delisting is available at www.xpel.com/investor.
The information in this Item 7.01, including Exhibit 99.1, shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to liabilities of that Section or Sections 11 and 12(a)(2) of the Securities Act of 1933, as amended.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
The following exhibit is to be filed as part of this Form 8-K:
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EXHIBIT NO.
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IDENTIFICATION OF EXHIBIT
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99.1
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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.
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XPEL, Inc.
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Dated: August 16, 2019
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By: /s/ Barry R. Wood
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Barry R. Wood
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Senior Vice President and Chief Financial Officer
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XPEL Announces Voluntary Delisting From TSX Venture Exchange
San Antonio, TX - August 16, 2019 - XPEL, Inc. (Nasdaq: XPEL; TSXV: XPEL.U), a global provider of protective films and coatings, announced that it has applied to voluntarily delist its common stock from the TSX Venture Exchange (“TSXV”). Accordingly, it is anticipated that, effective at the close of markets on August 30, 2019, the Company’s shares will no longer be traded on the TSXV but will continue to trade on the Nasdaq Capital Market (“Nasdaq”) under the symbol “XPEL”.
Trading on the Nasdaq represents the vast majority of the Company’s trading volume. Given the relatively low trading volume of its shares on the TSXV and the liquidity provided by the Company’s Nasdaq listing, the Company determined that the costs associated with maintaining a dual listing were no longer justified.
Upon completion of the delisting, Canadian shareholders will be able to continue to trade their shares though Nasdaq.
About XPEL, Inc.
XPEL is a leading provider of protective films and coatings, including automotive paint protection film, surface protection film, automotive and architectural window films and ceramic coatings. With a global footprint, a network of trained installers and proprietary DAP software, XPEL is dedicated to exceeding customer expectations by providing high-quality products, leading customer service, expert technical support and world-class training. XPEL, Inc. (Nasdaq: XPEL; TSXV: XPEL.U) is publicly traded on Nasdaq and the TSX Venture Exchange.
Safe harbor statement
This release includes forward-looking statements regarding XPEL, Inc. and its business, which may include, but is not limited to, the delisting of its shares from the TSXV and the timing thereof. Often, but not always, forward-looking statements can be identified by the use of words such as "plans," "is expected," "expects," "scheduled," "intends," "contemplates," "anticipates," "believes," "proposes" or variations (including negative variations) of such words and phrases, or state that certain actions, events or results "may," "could," "would," "might" or "will" be taken, occur or be achieved. Such statements are based on the current expectations of the management of XPEL. The forward-looking events and circumstances discussed in this release may not occur by certain specified dates or at all and could differ materially as a result of known and unknown risk factors and uncertainties affecting the company, performance and acceptance of the company's products, economic factors, competition, the equity markets generally and many other factors beyond the control of XPEL. Although XPEL has attempted to identify important factors that could cause actual actions, events or results to differ materially from those described in forward-looking statements, there may be other factors that cause actions, events or results to differ from those anticipated, estimated or intended. No forward-looking statement can be guaranteed. Except as required by applicable securities laws, forward-looking statements speak only as of the date on which they are made and XPEL undertakes no obligation to publicly update or revise any forward-looking statement, whether as a result of new information, future events, or otherwise.
Neither TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.
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For more information contact:
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Investor Relations:
John Nesbett/Jennifer Belodeau
IMS Investor Relations
Phone: (203) 972-9200
Email:
jnesbett@institutionalms.com
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