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    Kewaunee Scientific Corporation filed SEC Form 8-K: Regulation FD Disclosure

    8/28/24 6:02:59 AM ET
    $KEQU
    Medical Specialities
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    8-K
    KEWAUNEE SCIENTIFIC CORP /DE/ false 0000055529 0000055529 2024-08-28 2024-08-28

     

     

    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): August 28, 2024

     

     

    Kewaunee Scientific Corporation

    (Exact name of registrant as specified in its charter)

     

     

     

    Delaware   0-5286   38-0715562
    (State or other jurisdiction   (Commission   (IRS Employer
    of incorporation)   File Number)   Identification No.)

     

    2700 West Front Street  
    Statesville, North Carolina   28677
    (Address of principal executive offices)   (Zip Code)

    Registrant’s telephone number, including area code: 704-873-7202

     

     

    N/A

    (Former name or former address, if changed since last report.)

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

     

    Title of each class

     

    Trading
    Symbol(s)

     

    Name of each exchange

    on which registered

    Common Stock, $2.50 par value   KEQU   The Nasdaq Global Market

    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:

     

    ☐

    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))

    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 7.01

    Regulation FD Disclosure.

    Kewaunee Scientific Corporation (the “Company”) has posted an investor presentation and related script to the “Investor Information” section of the Company’s website at http://www.kewaunee.com/about/investor-information/. The presentation and related script are attached hereto as Exhibits 99.1 and 99.2. The information included in Exhibits 99.1 and 99.2 is incorporated by reference in this Item 7.01, and is deemed to be furnished, not filed, pursuant to Item 7.01 of Form 8-K. The presentation will be delivered during the Company’s Annual Meeting of Shareholders (the “Annual Meeting”), which is being conducted virtually at 11:00 a.m. Eastern time on August 28, 2024 via a live webcast which can be accessed at www.virtualshareholdermeeting.com/KEQU2024. A replay of the audio webcast of the Annual Meeting will be made available on the Company’s website for approximately one year.

    The Company is making reference to non-GAAP financial information in both the presentation and the Annual Meeting. A reconciliation of these non-GAAP financial measures to the comparable GAAP financial measures is contained in the attached presentation, and will be included in the “Investor Information” section of the Company’s website at http://www.kewaunee.com/about/investor-information/.

    Certain statements made in the attached presentation and related script constitute “forward-looking statements” within the meaning of the federal securities laws, including statements regarding the Company’s future performance, as well as management’s expectations, beliefs, intentions, plans, estimates or projections relating to the future. Management believes that these forward-looking statements are reasonable. However, the Company cannot guarantee that its actual results will be consistent with the forward-looking statements and you should not place undue reliance on them. These statements are based on current expectations and speak only as of the date they are made. The Company undertakes no obligation to publicly update or revise any forward-looking statement, whether as a result of future events, new information or otherwise. Important factors regarding the Company that may cause results to differ from expectations are included in the Company’s Annual Report on Form 10-K for the year ended April 30, 2024, under Item 1A. “Risk Factors,” and in the Company’s other filings with the SEC.

     

    Item 9.01

    Financial Statements and Exhibits.

    (d) Exhibits:

    Exhibit No.

     

      99.1

    Kewaunee Scientific Corporation Investor Presentation.

     

      99.2

    Kewaunee Scientific Corporation Investor Presentation Script.

     

      104

    Cover Page Interactive Data File (embedded within the Inline XBRL document).


    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.

     

         

    (Registrant)

    Kewaunee Scientific Corporation

    Date: August 28, 2024      

    /s/ Donald T. Gardner III

          Donald T. Gardner III
         

    Vice President, Finance and

    Chief Financial Officer

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