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0001133798
0001133798
2023-02-01
2023-02-01
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): February 1, 2023
TX HOLDINGS, INC.
(Exact Name of Registrant as Specified in Charter)
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Georgia
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000-32335
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58-2558702
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(State or Other Jurisdiction of Incorporation)
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(Commission File Number)
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(IRS Employer
Identification No.)
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12080 Virginia Blvd., Ashland, Kentucky 41102
(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: (606) 928-1131
(Former Name or Former Address, if Changed Since Last Report)
Securities registered pursuant to Section 12(b) of the Act: None.
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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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))
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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 (17 CFR § 230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR § 240.12b-2).
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. ☐
INFORMATION TO BE INCLUDED IN THE REPORT
Section 8 – Other Events
Item 8.01 Other Events
On January 27, 2023, TX Holdings, Inc., a Georgia corporation (the “Company”), held a Board of Director meeting and approved a resolution to authorize a new share repurchase program of up to 8,053,084 shares of the Company’s common stock commencing on February 1, 2023 and expiring on January 31, 2024. The repurchase price was not to exceed $0.25 per share.
The information in this report, including Exhibit 99.1, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to liabilities under that section, and shall not be deemed to be incorporated by reference into any filing of the Company under the Securities Act of 1933, as amended, or the Exchange Act except as expressly set forth by specific reference in such a filing.
Section 9 – Financial Statements and Exhibits
Item 9.01 Financial Statements and Exhibits
c) Exhibits.
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99.1
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| 99.2 |
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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.
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TX HOLDINGS, INC.
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Date: February 1, 2023
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By:
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/s/ William Shrewsbury
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Chief Executive Officer and Chairman
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Exhibit 99.1
FOR IMMEDIATE RELEASE
TX Holdings, Inc.
Common Share- Buyback Program
ASHLAND, Kentucky-February 1, 2023- TX Holdings, Inc., (OTC Markets PINK: TXHG), a Georgia corporation (the “Company”), is in the business of supplying and distributing rail and rail products to United State's coal mining companies, short line railroads and tunneling contractors, announces a common share buyback program.
At a meeting of the Board of Director, dated January 27, 2023, the Board authorized a common share repurchase program of up to 8,053,084 shares of the Company's common stock to be effective for a 12 month period at a maximum price of $0.25 per share. The repurchase program will commence on February 1, 2023, and will run until January 31, 2024. The repurchase of the stock will be handled through TD Ameritrade.
Mr, Shrewsbury, the Company's CEO and Chairman, stated: “Today’s authorized common share repurchase program is a continuation of our commitment to increase shareholder value by reducing the number of outstanding common shares and increasing our shareholders' earnings per share. In our Company's efforts to generate profits and positive cash flows, we aspire to have a positive impact on the market price of our common share”.
Forward-Looking and Cautionary Statements
Except for the historical information and discussions contained herein, statements contained in this release may constitute forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 (PSLRA) and other applicable law. When used, the words "believe", "anticipate", “aspire”,"estimate", "project", "should", "expect," “plan”, “assume” and similar expressions that do not relate solely to historical matters identify forward-looking statements. Forward-looking statements are based on the company’s current assumptions regarding future business and financial performance. Forward-looking statements concerning future plans or results are necessarily only estimates and actual results could differ materially from expectations. These statements involve a number of risks, uncertainties and other factors that could cause actual results to differ materially, including the following: reliance upon indebtedness furnished or guaranteed by our CEO; risks related to substantial indebtedness; our ability to implement our business strategy; our financial strategy; a downturn in economic environment; our failure to meet growth and productivity objectives; a failure of our innovation initiatives; risks from investing in growth opportunities; fluctuations in financial results and purchases; the impact of local legal, economic, political and health conditions; adverse effects from environmental matters and tax matters; ineffective internal controls; our use of accounting estimates; our ability to attract and retain key personnel and our reliance on critical skills; impact of relationships with critical suppliers; currency fluctuations and customer financing risks; the impact of changes in market liquidity conditions and customer credit risk on receivables; our reliance on third party distribution channels; Securities and Exchange Commission regulations related to trading in “penny stocks;” the continued availability of certain financing provided by our CEO. Any forward-looking statement in this release speaks only as of the date on which it is made. We assume no obligation to update or revise any forward-looking statement. Notwithstanding the above, Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, expressly state that the safe harbor for forward looking statements does not apply to companies that issue penny stocks. Because we may from time to time be considered to be an issuer of penny stock, the safe harbor for forward looking statements under the PSLRA may not be apply to us at certain times.
For additional information please contact:
William “Buck” Shrewsbury
Chairman and CEO
TX Holdings, Inc.
(606) 928-1131
Exhibit 99.2
TX HOLDINGS INC.
MINUTES OF SPECIAL MEETING OF THE BOARD OF DIRECTORS
HELD ON JANUARY 27, 2023 AT 5:00 P. M. EDT
President and Chairman of the Board Mr. William "Buck" Shrewsbury called the special Board of Directors meeting to order at 5:10 PM after having all three Board Members participating by telephone.
Present telephonically, constituting a quorum were Mr. William "Buck" Shrewbury, Mr. James Graneto and Mr. Jose Fuentes, Chief Financial Officer and Secretary.
After a brief welcome, Mr. Shrewsbury stated that the purpose of the Meeting was to approve a resolution to authorize a new share repurchase program of up to 8,053,084 shares of the Company’s common stock over the next 12 months with a maximum price of $0.25 per share. The stock repurchase program will take effect on February 1, 2023 and will expire on January 31, 2024.
Mr. Graneto made a motion to approve the common share repurchase program, the motion was seconded and passed without dissent.
There being no further business to come before the meeting, upon motion duly made, seconded and unanimously carried, the Chairman adjourned the meeting at approximately 5:40 p.m.
Approved by:
