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): ~~April~~May 201, 2020

Continental Materials Corporation

(Exact Name of Registrant as Specified in its Charter)

Delaware	001-03834	36-2274391
(State or Other Jurisdiction of	(Commission	(IRS Employer
Incorporation)	File Number)	Identification Number)

440 S. LaSalle Drive, Suite 3100, Chicago, IL 60605

(Address of Principal Executive Offices) (Zip Code)

(312) 541-7200

(Registrant’s telephone number, including area code)

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):

¨o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨o 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:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock - $0.25 par value	CUO	NYSE American

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 ¨o

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. ¨ o

Item 3.01

Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

On ~~April~~May 201, 2020, Continental Materials ~~Corporation~~ Corporation (the “Company”), ~~acting~~filed ~~pursuant~~with tothe ~~authorization~~Securities ~~from~~and ~~its~~Exchange ~~Board~~Commission of(the ~~Directors,~~“SEC”) ~~issued~~ a ~~press~~Form ~~release~~25 ~~announcing~~Notification of Removal from Listing in connection with its ~~intention~~previously announced plan to voluntarily delist its Common Stock, ~~par value~~ $0.25 par value per share (the “Common Stock”), from the NYSE American Stock Exchange ~~and~~(the to“Exchange”). ~~deregister~~The ~~its~~Company ~~Common~~expects the ~~Stock~~delisting ~~under~~to ~~Section~~be ~~12(g)~~effective ofMay ~~the~~11, ~~Exchange Act of 1934~~2020, asat ~~amended~~which (time the ~~“Exchange Act”)~~Common ~~and~~Stock ~~suspend~~will ~~its~~no ~~SEC~~longer ~~reporting~~be ~~obligations~~traded ~~under~~on ~~Section 15(d) of~~ the Exchange ~~Act~~.

The Company ~~also~~currently ~~provided~~anticipates ~~written notice~~that, toon ~~NYSE~~or ~~American,~~about ~~LLC~~May ~~(the~~11, ~~“Exchange”)~~2020, onit ~~April~~will ~~20,~~file ~~2020~~with of the ~~Company’s~~SEC ~~decision~~a toForm ~~voluntarily~~15 ~~withdraw~~to ~~the listing~~deregister ofits ~~the~~ Common Stock ~~from~~under ~~the~~Section ~~Exchange.~~12(g) ~~The~~of ~~Company currently anticipates that it will file with~~ the ~~Securities and~~ Exchange ~~Commission~~Act ~~(the~~and ~~“SEC”)~~suspend aits ~~Form~~reporting 25obligations ~~relating~~under toSection ~~the~~15(d) ~~delisting~~ of ~~its~~the ~~Common~~Exchange ~~Stock on or about May 1~~Act, ~~2020,~~as ~~and anticipates that~~ the ~~delisting of its~~ Common Stock ~~will~~is ~~become~~held ~~effective~~by onless orthan ~~about~~300 stockholders ~~May~~of ~~11, 2020~~record.

~~Following~~The ~~the~~Company ~~delisting~~is taking these steps in order to reduce legal, accounting and administrative costs associated with being an SEC reporting company, to reduce the specificity of the financial information which the Company is required to disclose publicly in connection with its ~~Common~~business ~~Stock~~segments, which ondisclosure the ~~Exchange~~Company believes has, at times in the past, been competitively disadvantageous to the Company, ~~plans~~and to ~~file~~allow ~~with~~the Company’s management to increase its focus on executing the Company’s strategic and business plan by reducing time spent in complying with applicable SEC areporting ~~Form~~requirements. 15In toaddition, ~~deregister~~the ~~its~~number of shares of Common Stock ~~under~~which ~~Section~~are 12publicly held (g)exclusive of ~~the~~holdings ~~Exchange Act~~of ~~and~~officers, ~~suspend~~directors, ~~its~~controlling ~~reporting~~shareholders ~~obligations~~or ~~under~~other ~~Section~~family ~~15(d~~or concentrated holdings) ofis less than 200,000 as a result the ~~Exchange~~tender ~~Act~~offer made by Bee Street Holdings LLC which was completed at midnight at the end of April 17, 2020, asand the Common Stock ismay ~~held~~consequently byno ~~less~~longer ~~than~~be ~~300 stockholders~~eligible for listing on the Exchange pursuant to Section 1003(b)(i)(A) of ~~record~~the NYSE American Company Guide.

~~The~~Item Company is taking these steps in order to reduce legal, accounting and administrative costs associated with being an SEC reporting company, to reduce the specificity of the financial information which the Company is required to disclose publicly in connection with its business segments, which disclosure the Company believes has, at times in the past, been competitively disadvantageous to the Company, and to allow the Company’s management to increase its focus on executing the Company’s strategic and business plan by reducing time spent in complying with applicable SEC reporting requirements7.01 InRegulation ~~addition,~~FD the number of shares of Common Stock which are publicly held (exclusive of holdings of officers, directors, controlling shareholders or other family or concentrated holdings) is less than 200,000 as a result the tender offer made by Bee Street Holdings LLC which was completed at midnight at the end of April 17, 2020, and the Common Stock may consequently no longer be eligible for listing on the Exchange pursuant to Section 1003(b)(i)(A) of the NYSE American Company GuideDisclosure.

~~Item~~On ~~5.02~~May ~~Departure~~1, 2020, the Company issued a press release announcing the filing of ~~Directors~~a orForm ~~Principal~~25 ~~Officers;~~to ~~Appointment~~voluntarily delist its Common Stock from the Exchange and repeating its previous announcement that it planned to file a Form 15 and to deregister its Common Stock under Section 12(g) of ~~Principal~~the ~~Officers~~Exchange Act and suspend it SEC reporting obligations. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein.

ByThe ~~correspondence~~information, ~~received~~including by the ~~Company~~exhibit ~~on April 18~~hereto, ~~2020,~~furnished ~~Peter~~in ~~Thieriot~~this ~~and~~Item ~~Darrell~~7.01 ~~Trent~~shall ~~notified~~not ~~the~~be ~~Company~~deemed ~~that~~“filed” ~~they~~for ~~would~~purposes ~~resign~~of asSection ~~directors~~18 of the ~~Company~~Exchange ~~effective~~Act, or ~~immediately.~~otherwise ~~Messrs.~~subject ~~Thieriot’s~~to ~~and~~the ~~Trent’s~~liabilities ~~resignation~~of ~~was~~that ~~not~~section, ~~the~~and ~~result~~shall ofnot ~~any~~be ~~disagreement~~incorporated ~~with~~by ~~any~~reference ~~Company~~into ~~policy or~~any ~~practice.~~filings ~~Together~~made ~~with~~by ~~its~~the ~~Chairman,~~Company under the ~~Board~~Securities ~~intends~~Act toof ~~continue~~1933, ~~its~~as ~~ongoing~~amended, ~~work~~or tothe ~~identify~~Exchange ~~qualified~~Act, ~~individuals~~except toas ~~fill the~~may ~~vacancies~~be onexpressly ~~the~~set ~~Company’s~~forth ~~Board~~by ofspecific ~~Directors~~reference in such filing.

Item 79.01 ~~Regulation~~Financial FDStatements ~~Disclosure~~and Exhibits.

On April 20, 2020, the Company issued a press release announcing its intent to file a Form 25 and to voluntarily delist its Common Stock from the Exchange and to file a Form 15 and to deregister its Common Stock under Section 12(gd) ~~of the Exchange Act and suspend it SEC reporting obligations~~ Exhibits. ~~A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein.~~

The information, including the exhibit hereto, furnished in this Item 7.01 shall not be deemed “filed” for purposes of Section 18 of the Exchange Act, or otherwise subject to the liabilities of that section, and shall not be incorporated by reference into any filings made by the Company under the Securities Act of 1933, as amended, or the Exchange Act, except as may be expressly set forth by specific reference in such filing.

Exhibit No.	Description
99.1	Press Release dated May 1, 2020

~~Item 9.01 Financial Statements and Exhibits.~~SIGNATURE

~~(d)~~Pursuant ~~Exhibits~~to the requirements of the Securities Exchange Act of 1934, the Company has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Exhibit No.	Description
	Continental Materials Corporation
99.1	Press Release dated April 20, 2020
Date: May 1, 2020	By:	/s/ PAUL AINSWORTH
		Paul Ainsworth
		Chief Financial Officer

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the Company has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	Continental Materials Corporation
Date: April 20, 2020	By:	/s/ PAUL AINSWORTH
		Paul Ainsworth Chief Financial Officer

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