LSI Industries Inc. filed SEC Form 8-K: Other Events, Financial Statements and Exhibits

false 0000763532 0000763532 2025-03-11 2025-03-11

 

 

 

 

Date of Report (Date of earliest event reported) March 11, 2025

 

 

(Exact name of Registrant as Specified in its Charter)

 

 

 

Registrant’s telephone number, including area code (513) 793-3200

 

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

 

 

 

 

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

 

          

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 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (17CFR §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 8.01 – Other Events.

 

On March 11, 2025, LSI Industries Inc., an Ohio corporation (the “Company” or “LSI”), issued a press release announcing the execution and closing of the transactions contemplated by the Share Purchase Agreement by and among CB Holding Company Inc., a wholly owned subsidiary of LSI, and the Canada’s Best Group of Companies. The Share Purchase Agreement provides for CB Holding Company Inc.’s acquisition of the Canada’s Best Group of Companies subject to the terms and conditions set forth therein. A copy of the press release is attached hereto as Exhibit 99.1 and incorporated herein by reference. A copy of the Company’s slide deck issued in connection with the press release is attached hereto as Exhibit 99.2 and incorporated herein by reference.

 

 

This report contains certain forward-looking statements that are subject to numerous assumptions, risks or uncertainties.  The Private Securities Litigation Reform Act of 1995 provides a safe harbor for forward-looking statements. Such statements, whether expressed or implied, are based upon current expectations of the Company and speak only as of the date made.  Actual results could differ materially from those contained in or implied by such forward-looking statements as a result of a variety of risks and uncertainties over which the Company may have no control.  These risks and uncertainties include, but are not limited to, risks that the benefits from the transaction may not be fully realized or may take longer to realize than expected, including as a result of changes in general economic and market conditions, interest and exchange rates, monetary policy, laws and regulations and their enforcement, and the degree of competition in the geographic and business areas in which LSI and the acquired companies operate; uncertainties regarding the ability of LSI and the acquired companies to promptly and effectively integrate their businesses; uncertainties regarding the reaction to the transaction of the companies’ respective customers, employees, and counterparties; and risks relating to the diversion of management time on transaction-related issues.  In addition to the factors described in this paragraph, the risk factors identified in the Company’s Form 10-K and other filings the Company may make with the SEC constitute risks and uncertainties that may affect the financial performance of the Company and are incorporated herein by reference.  The Company does not undertake and hereby disclaims any duty to update any forward-looking statements to reflect subsequent events or circumstances.

 

Item 9.01 Financial Statements and Exhibits.

 

      

 

 

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.