~~Table~~As offiled ~~Contents~~with the U.S. Securities and Exchange Commission on October 12, 2022.

~~UNITED~~Registration ~~STATES~~Statement No. 333-

~~SECURITIES~~UNITED ~~AND EXCHANGE COMMISSION~~ STATES

~~WASHINGTON,~~SECURITIES ~~D.C.~~AND ~~20549~~EXCHANGE COMMISSION

~~FORM~~WASHINGTON, ~~S-1~~D.C. 20549

~~REGISTRATION~~FORM ~~STATEMENT~~ S-1

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

~~THE SECURITIES~~Schmitt ~~ACT~~Industries, ~~OF 1933~~ Inc.

~~SCHMITT~~(Exact ~~INDUSTRIES,~~name ~~INC.~~of registrant as specified in its charter)

(Exact name of registrant as specified in its charter)

Oregon	3823	93-1151989
(State or other jurisdiction of incorporation or organization)	(Primary Standard Industrial Classification Code Number)	(I.R.S. Employer Identification Number)

Oregon		3823		93-1151989
(State or other jurisdiction of incorporation or organization)		(Primary Standard Industrial Classification Code Number)		(I.R.S. Employer Identification Number)

2765 N.W. Nicolai Street

~~2765~~Portland, ~~N.W.~~Oregon ~~Nicolai Street~~ 97210

~~Portland,~~(503) ~~Oregon 97210~~227-~~1818~~ 7908

(~~503)~~Address, ~~227-7908~~including zip code, and telephone number, including area code, of registrant’s principal executive offices)

~~(Address,~~Michael ~~including~~R. ~~zip code, and telephone number, including area code, of registrant’s principal executive offices)~~ Zapata

~~Ann~~President M.and ~~Ferguson~~Chief Executive Officer

~~Chief Financial~~Schmitt ~~Officer~~Industries, Inc.

2765 N.W. Nicolai Street

Portland, Oregon 97210~~-1818~~

(503) 227-7908

(~~Address~~Name, address, including zip code, and telephone number, including area code, of agent offor service)

Copies to:

~~Mark~~Kenneth ~~von Bergen~~A. Schlesinger, Esq. Olshan Frome Wolosky LLP 1325 Avenue of the Americas, 15th Floor New York, NY 10019

~~Holland &~~Telephone: ~~Knight~~(212) ~~LLP~~ 451-2300

~~2300~~Approximate ~~U.S.~~date ~~Bancorp~~of ~~Tower~~commencement of proposed sale to the public: As soon as practicable after this registration statement becomes effective.

~~111~~If ~~S.W.~~any ~~Fifth~~of ~~Avenue~~the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box: ☒

~~Portland~~If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, ~~Oregon~~please ~~97204~~check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

~~(503)~~Table ~~227-7908~~of Contents

AsIf ~~soon~~this asForm is a post-effective amendment filed pursuant to Rule 462(c) ~~practicable~~under ~~after~~the ~~this~~Securities ~~Registration~~Act, ~~Statement~~check ~~becomes~~the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

~~(Approximate~~If ~~date~~this ofForm ~~commencement~~is ofa ~~proposed~~post-effective ~~sale~~amendment filed pursuant to ~~the~~Rule ~~public~~462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

IfIndicate ~~any~~by ofcheck mark whether the ~~securities~~registrant ~~being~~is ~~registered~~a onlarge ~~this~~accelerated ~~Form~~filer, an ~~are~~accelerated tofiler, bea ~~offered~~non-accelerated onfiler, asmaller ~~delayed~~reporting company, or ~~continuous~~an ~~basis~~emerging ~~pursuant~~growth tocompany. ~~Rule~~See ~~415~~the ~~under~~definitions ~~the~~of ~~Securities~~“large accelerated ~~Act~~filer,” of“accelerated ~~1933~~filer,” “smaller reporting company,” and “emerging growth company” ~~check~~in Rule 12b-2 of the ~~following~~Exchange ~~box~~Act. ☒

IfLarge ~~this~~accelerated ~~form~~filer is☐ ~~filed~~Accelerated tofiler ~~register~~☐ ~~additional~~Non-accelerated ~~securities~~filer ~~for~~☒ anSmaller ~~offering~~reporting ~~pursuant~~company to☒ ~~Rule~~Emerging ~~462(b)~~growth ~~under~~company ~~the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.~~ ☐

If ~~this~~an ~~form~~emerging isgrowth acompany, ~~post-effective~~indicate ~~amendment~~by ~~filed~~check ~~pursuant~~mark toif ~~Rule~~the ~~462(c)~~registrant has ~~under~~elected ~~the~~not ~~Securities~~to ~~Act,~~use ~~check~~ the ~~following~~extended ~~box~~transition ~~and~~period ~~list~~for ~~the~~complying ~~Securities~~with ~~Act registration~~any ~~statement~~new ~~number~~or ofrevised ~~the~~financial ~~earlier~~accounting ~~effective~~standards ~~registration~~provided ~~statement~~pursuant to ~~for~~Section 7(a)(2)(B) of the ~~same~~Securities ~~offering~~Act. ☐ ☐

IfThe ~~this~~registrant ~~form~~hereby isamends athis ~~post-effective~~Registration Statement on ~~amendment~~such ~~filed~~date ~~pursuant~~or dates as may be necessary to ~~Rule~~delay ~~462(d)~~its ~~under~~effective date until the ~~Securities~~registrant ~~Act,~~shall ~~check~~file ~~the~~a ~~following~~further ~~box~~amendment ~~and~~which ~~list~~specifically states that this Registration Statement shall thereafter become effective in accordance with section 8(a) of the Securities Act ~~registration~~or ~~statement~~until the ~~number~~Registration ofStatement ~~the~~shall ~~earlier~~become effective ~~registration~~on ~~statement~~such ~~for~~date as the ~~same~~Commission, ~~offering. ☐~~acting pursuant to said section 8(a), may determine.

~~Indicate~~Table ~~by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions~~ of ~~“large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.~~ Contents

~~Large~~The ~~accelerated~~information ~~filer~~in ☐this ~~Accelerated~~prospectus ~~filer~~is ☐not ~~Non-accelerated~~complete and ~~filer~~may ☐be ~~(Do~~changed. We may not ~~check~~sell ifthese asecurities ~~smaller~~until ~~reporting~~the ~~company)~~registration ~~Smaller~~statement ~~reporting~~filed ~~company~~with ☒the ~~Emerging~~Securities ~~growth~~and ~~company~~Exchange ☐Commission becomes effective. This prospectus is not an offer to sell these securities and we are not soliciting offers to buy these securities in any state or jurisdiction where the offer or sale of these securities is not permitted.

IfPRELIMINARY anPROSPECTUS ~~emerging~~SUBJECT ~~growth~~TO ~~company, indicate by check mark if the registrant has elected not to use the extended transition period~~COMPLETION ~~for~~DATED ~~complying~~OCTOBER ~~with~~12, ~~any new or revised financial accounting standards provided to Section 7(a)(2)(B) of the Securities Act. ☐~~ 2022

~~CALCULATION~~SCHMITT ~~OF REGISTRATION~~INDUSTRIES, ~~FEE~~ INC.

Title of Each Class of Securities to be Registered	Amount to be Registered(1)	Proposed Maximum Offering Price Per Share(2)	Proposed MaximumAggregate Offering Price(2)	Amount ofRegistration Fee
Common Stock, no par value, underlying subscription rights	998,636	$1.98	$1,977,299.28	$246.17
Nontransferable subscription rights to purchase Common Stock, no par value	—	—	—	$0.00(3)

[●] Common Stock

~~(1)~~We ~~Pursuant~~are distributing to ~~Rule~~holders ~~416(a)~~of ~~under~~our ~~the~~common stock, ~~Securities~~no ~~Act~~par ofvalue ~~1933,~~per ~~as amended~~share, ~~this~~or ~~Registration~~common ~~Statement~~stock, ~~shall~~at ~~also~~no ~~cover~~charge, ~~any~~non-transferable ~~additional~~subscription ~~shares~~rights ofto ~~the~~purchase ~~Registrant’s~~up ~~Common~~to ~~Stock~~an ~~that~~aggregate ~~become~~of ~~issuable~~approximately [●] bycommon ~~reason~~stock. ofWe ~~any~~refer ~~stock~~to ~~dividend,~~the ~~stock~~offering ~~split,~~that ~~recapitalization~~is orthe ~~other~~subject ~~similar~~of ~~transaction~~this ~~effected~~prospectus ~~without~~as ~~receipt~~the ofRights ~~consideration~~Offering.

~~(2)~~In ~~Estimated solely for~~ the ~~purpose~~Rights ofOffering, ~~calculating~~you ~~the~~will ~~amount~~receive of[●] subscription ~~the~~rights ~~registration~~for ~~fee~~each ~~pursuant~~common tostock ~~Rule~~held ~~457(c)~~by ~~under~~you ~~the~~at ~~Securities~~5:00 ~~Act~~PM ofEastern ~~1933~~Time, ason, ~~amended.~~[●], ~~The~~2022, ~~offering price per share and aggregate offering price are based upon~~ the ~~average~~record date of the ~~high~~Rights ~~($2~~Offering.~~04)~~ Subscription ~~and~~rights ~~low~~will ~~($1.91)~~not ~~prices~~be ~~for the Registrant’s Common Stock as reported on the Nasdaq on October 30, 2017, a date within five business days prior to the filing of this Registration Statement~~tradable.

~~(3)~~Subscription ~~The~~rights may only be exercised in whole numbers, and we will not issue fractional shares. To the extent that the number of subscription rights that are ~~being~~distributed ~~issued~~to you on the record date is not a whole number, the common stock issuable upon exercise of the subscription rights will be rounded down to the nearest whole share for nopurposes ~~consideration~~of determining the number of our common stock for which you may subscribe. ~~Pursuant~~Each whole subscription right will entitle you to ~~Rule~~purchase ~~457(g)~~one common stock at a subscription price per share of ~~the~~$[●]. ~~Securities~~Each ~~Act~~subscription right consists of ~~1933,~~a asbasic subscription ~~amended,~~right noand ~~separate~~an ~~registration~~over-subscription ~~fee~~privilege. isThe ~~required~~basic ~~for~~subscription rights will be distributed in proportion to shareholders’ holdings on the record date. If you exercise your basic subscription rights in full, ~~because~~and other shareholders do not, you will be entitled to an over-subscription privilege to purchase a portion of the ~~rights~~unsubscribed shares at the subscription price, subject to proration. In addition, shareholders are ~~being~~entitled ~~registered~~to ~~for~~receive ~~distribution~~a in10% discount on the ~~same~~Subscription ~~registration~~Price ~~statement~~if asthey purchase at least $[●] of our common stock in the ~~securities~~Rights toOffering, bewhich ~~offered~~effectively ~~pursuant~~reduces ~~thereto~~such shareholder’s per share price from $[●] to $[●] per share.

The ~~Registrant~~subscription ~~hereby~~rights ~~amends this~~will ~~Registration~~expire ~~Statement~~if onthey are ~~such~~not ~~date~~exercised orby ~~dates~~5:00 asPM ~~may~~Eastern beTime, ~~necessary~~on, to[●] ~~delay~~2022. ~~its~~We ~~effective~~may ~~date~~extend ~~until~~ the ~~Registrant~~Rights ~~shall~~Offering ~~file~~for aadditional ~~further~~periods ~~amendment~~in ~~which~~our ~~specifically~~sole ~~states that this Registration Statement shall thereafter become effective in~~discretion. ~~accordance~~Once ~~with~~made, ~~Section 8(a)~~all ofexercises ~~the Securities Act~~ of ~~1933,~~subscription asrights ~~amended,~~are ~~or until the Registration Statement shall become effective on such date as the Securities and Exchange Commission acting pursuant to said Section 8(a) may determine~~irrevocable.

~~Table~~There is no minimum amount of ~~Contents~~proceeds necessary in order for us to close the Rights Offering.

~~The~~Investing ~~information~~ in ~~this~~our ~~prospectus~~securities isinvolves ~~not~~a high ~~complete~~degree ~~and~~of ~~may be changed without notice~~risk. We ~~may~~See ~~not~~“Risk ~~sell~~Factors” ~~these~~beginning ~~securities~~on ~~until~~page ~~the~~15 ~~registration~~of ~~statement~~this ~~filed with the Securities and Exchange Commission is effective~~prospectus. ~~This~~You ~~prospectus~~should iscarefully ~~not~~consider ~~an offer to sell~~ these risk ~~securities~~factors, ~~and~~as wewell ~~are~~as ~~not~~the ~~soliciting~~information ~~offers~~contained ~~to buy these securities~~ in ~~any~~ ~~state~~this ~~where~~prospectus, ~~the~~before ~~offer~~you ~~or sale of these securities is not permitted~~invest.

~~PRELIMINARY~~This ~~PROSPECTUS~~Rights Offering is being made directly by us. We are not using an underwriter or selling agent. Equity Stock Transfer LLC, or Equity Stock Transfer, will serve as the Subscription Agent and the Information Agent for the Rights Offering. The Subscription Agent will hold the funds we receive from subscribers until we complete, abandon or terminate the Rights Offering. If you want to participate in this Rights Offering and you are the record holder of your shares, we recommend that you submit your subscription documents to the Subscription Agent well before the deadline. If you want to participate in this Rights Offering and you hold shares through your broker, dealer, bank, or other nominee, you should promptly contact your broker, dealer, bank, or other nominee and submit your subscription documents in accordance with the instructions and within the time period provided by your broker, dealer, bank, or other nominee. For a more detailed discussion, see “The Rights Offering – The Subscription Rights” beginning on page 25.

~~SUBJECT~~Table TOof ~~COMPLETION, DATED [*], 2017~~ Contents

~~SCHMITT~~Our ~~INDUSTRIES~~board of directors, ~~INC~~or the Board, reserves the right to terminate the Rights Offering for any reason any time before the completion of the Rights Offering. If we terminate the Rights Offering, all subscription payments received will be returned as soon as practicable, without interest or penalty.

~~Nontransferable~~We ~~Subscription~~are ~~Rights~~also negotiating and expect to ~~Purchase~~enter in upbackstop purchase agreement or similar agreement with respect to ~~[*]~~the ~~Shares~~purchase of ~~Common~~any ~~Stock~~common atstock ~~$[*]~~not ~~per~~subscribed ~~Share~~for through the basic subscription privilege or the over-subscription privilege with Activist Investing LLC, a significant shareholder. However, there can be no certainty that any or all of the common stock will be purchased pursuant to the Rights Offering or under the backstop agreement and there is no minimum purchase requirement as a condition to accepting subscriptions. The backstop investor will not receive any fee in connection with the backstop commitment. See “Risk Factors” beginning on page 15.

WeOur ~~are~~common ~~distributing,~~stock atis notraded ~~charge,~~on toThe ~~holders~~Nasdaq ~~of our outstanding Common Stock, nontransferable subscription rights to purchase in the aggregate up to [*] shares~~Capital ~~of our Common Stock~~Market, noor ~~par value~~Nasdaq, ~~which~~under wethe ~~refer~~symbol ~~to as~~ “~~Common Stock~~SMIT.” atOn aOctober ~~cash~~11, ~~subscription~~2022, ~~price~~last ofreported ~~$[*]~~sale ~~per~~price ~~share for maximum gross proceeds~~ of ~~$[*]. We refer to the offering of~~ our ~~Common~~common ~~Stock~~stock ~~through~~on ~~the~~Nasdaq ~~subscription rights as the~~was ~~“rights offering~~$1.”96 You will receive one subscription right for each share of Common Stock you own. Each subscription right will entitle the holder to purchase one-third of a share of our Common Stock at a subscription price of $[*] per ~~whole~~ share~~, which we refer to as the “basic subscription right~~.” We will not issue fractional shares in the rights offering. If the number of subscription rights you exercise would otherwise permit you to purchase a fraction of a share, the number of shares you may purchase will be rounded down to the nearest whole share.

If you exercise your basic subscription rights in full (other than those subscription rights to acquire less than one whole share of Common Stock, which cannot be exercised) and other shareholders do not fully exercise their basic subscription rights, you may also exercise an over-subscription right to purchase, at the same subscription price, some or all of the additional shares of Common Stock that remain unsubscribed at the expiration of the rights offering, subject to availability and pro rata allocation of shares among persons exercising this oversubscription privilege. You will not be entitled to receive any rights unless you hold shares of our Common Stock as of the record date, which is 5:00 p.m. Eastern Time, on [*], 2017.

	Per Share	Total(¹)
Subscription Price	[●]	[●]
Proceeds to us, before expenses	[●]	[●]

If(1) ~~all~~Assumes of the ~~basic~~Rights ~~subscription~~Offering ~~rights~~is ~~are~~fully ~~exercised~~subscribed, including the ~~total~~full ~~purchase~~exercise ~~price~~ of the shares offered in the rights offering will be approximately $[*]. We are not requiring a minimum subscription to complete the rights offering. However, we reserve the right to cancel the rights offering for any reason at any time before the rights offering expires. If we cancel the rights offering, all over-subscription ~~payments~~ ~~received will be returned as soon as practicable, without interest or penalty,~~ privileges.

The ~~subscription~~Board ~~rights~~is ~~may~~making beno ~~exercised~~recommendations regarding atyour ~~any~~exercise ~~time~~of ~~beginning on~~ the ~~effective~~subscription ~~date~~rights. ofYou ~~this~~should ~~prospectus~~carefully ~~and~~consider ~~before~~whether ~~the~~to ~~expiration~~exercise ofyour ~~the~~subscription rights ~~offering,~~before the ~~which~~expiration ~~will~~date. beYou ~~[30]~~may ~~days~~not ~~after~~revoke ~~the~~or ~~effective~~revise ~~date~~any orexercises ~~[*],~~of ~~2017,~~subscription atrights ~~5:00~~once ~~p.m.~~made, ~~Eastern Time,~~ unless we ~~extend~~terminate the ~~rights~~Rights ~~offering period~~Offering. ~~We reserve the right to extend the rights offering period in our sole discretion.~~

~~Broadridge~~You ~~Corporate~~should ~~Issuer~~rely ~~Solutions,~~only ~~Inc.~~on ~~will serve as~~ the ~~Subscription Agent for the rights~~information ~~offering.~~contained ~~The Subscription Agent will hold~~ in ~~escrow~~this ~~the~~prospectus ~~funds~~or weany ~~receive~~prospectus ~~from~~supplement ~~subscribers until we complete, abandon,~~ or ~~terminate~~amendment ~~the rights offering~~hereto. IfWe ~~you~~have ~~want~~not toauthorized ~~participate~~anyone ~~in the rights offering and you are the record holder of your shares, we recommend that you submit your subscription documents~~ to ~~the~~provide ~~Subscription Agent before the deadline. If~~ you want to participate in the rights offering and you hold shares through your broker, dealer, bank or other nominee, you should promptly contact your broker, dealer, bank or other nominee and submit your subscription documents in accordance with ~~the instructions and within the time period provided by your broker, dealer, bank or other nominee. For a detailed discussion, see the~~different ~~section entitled “The Rights Offering — The Subscription Rights~~information.”

~~The~~Neither ~~subscription~~the ~~rights~~Securities and ~~the~~Exchange ~~shares of Common Stock issuable~~Commission onnor ~~their~~any ~~exercise,~~state ~~both~~securities ofcommission ~~which~~has ~~are~~approved ~~covered~~or bydisapproved ~~this~~of ~~Registration~~these ~~Statement,~~securities ~~are~~or ~~being~~determined ~~offered~~if ~~directly~~this byprospectus usis ~~without~~truthful ~~the services of an underwriter~~ or ~~selling agent~~complete. Any Werepresentation ~~will~~to ~~bear~~the ~~all~~contrary ~~costs,~~is ~~expenses~~a ~~and~~criminal ~~fees in connection with the registration of such securities~~offense.

~~Our~~The ~~Common~~date ~~Stock~~of isthis ~~traded~~prospectus onis ~~the Nasdaq Capital Market under the symbol “SMIT.” On [*]~~__________, ~~2017, the last reported sales price for our Common Stock was $[*] per share.~~ 2022

~~Representatives~~Table of the Teton Westwood Mighty Mites Fund (the “Fund”), a current shareholder of the Company, have informed us that the Fund intends to exercise its basic subscription rights in full and its over-subscription rights up to the remaining full amount of the offering. However, neither our Board of Directors nor our management has made any recommendations regarding whether you should exercise your subscription rights. You should carefully consider whether to exercise your subscription rights before the expiration of the rights offering based on your own assessment of your best interests. You may not revoke or revise any exercises of subscription rights once made, unless we terminate the rights offering. Contents

~~You~~Table ~~should~~of ~~read this prospectus and any information incorporated by reference herein carefully before you invest.~~ Contents

Investing in our Common Stock involves a high degree of risk. You should review carefully the risks and uncertainties described in the section entitled “Risk Factors” contained on page [15] of this prospectus as well as any other risk factors and other information contained in any other document that is incorporated by reference herein or therein. Page

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

QUESTIONS AND ANSWERS RELATING TO THE RIGHTS OFFERING	2
PROSPECTUS SUMMARY	10
RISK FACTORS	15
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS	20
USE OF PROCEEDS	21
CAPITALIZATION	22
DILUTION	23
MARKET AND DIVIDEND INFORMATION FOR OUR COMMON STOCK	24
THE RIGHTS OFFERING	25
MATERIAL U.S. FEDERAL INCOME TAX CONSEQUENCES	34
DESCRIPTION OF SECURITIES	36
PLAN OF DISTRIBUTION	40
LEGAL MATTERS	41
EXPERTS	42
INCORPORATION OF CERTAIN INFORMATION BY REFERENCE	43
WHERE YOU CAN FIND MORE INFORMATION	44

~~The date of this prospectus is [*], 2017.~~ i

Table of Contents

~~TABLE~~ABOUT OFTHIS ~~CONTENTS~~ PROSPECTUS

ABOUT THIS PROSPECTUS			1
DISCLOSURE REGARDING FORWARD-LOOKING STATEMENTS			1
SUMMARY			3
QUESTIONS AND ANSWERS ABOUT THE RIGHTS OFFERING			8
RISK FACTORS			15
USE OF PROCEEDS			19
CAPITALIZATION			20
THE RIGHTS OFFERING			21
PLAN OF DISTRIBUTION			30
DESCRIPTION OF COMMON STOCK			31
MATERIAL U.S. FEDERAL INCOME TAX CONSEQUENCES			34
LEGAL MATTERS			38
EXPERTS			38
WHERE YOU CAN FIND MORE INFORMATION			38
INCORPORATION OF CERTAIN INFORMATION BY REFERENCE			39

You should read this prospectus, the documents incorporated by reference into this prospectus, and any prospectus supplement or free writing prospectus that we may authorize for use in connection with this offering in their entirety before making an investment decision. You should also read and consider the information in the documents to which we have referred you in the sections of this prospectus entitled “Incorporation of Certain Information by Reference” beginning on page 44 and “Where You Can Find More Information” beginning on page 45. These documents contain important information that you should consider when making your investment decision.

~~Table~~We are only responsible for the information contained in, or incorporated by reference into, this prospectus, in any prospectus supplement or in any free writing prospectus prepared by or on behalf of ~~Contents~~us or to which we have referred you. We have not authorized anyone to provide any information other than that contained in this prospectus, in any prospectus supplement or in any free writing prospectus prepared by or on behalf of us or to which we have referred you. We are offering to sell, and seeking offers to buy, securities only in jurisdictions where such offers and sales are permitted. The information in this prospectus, in any prospectus supplement or any free writing prospectus is accurate only as of its date, regardless of its time of delivery or of any sale of securities. Our business, financial condition, results of operations and prospects may have changed since that date.

~~ABOUT~~Unless ~~THIS~~otherwise ~~PROSPECTUS~~indicated, information contained in, or incorporated by reference into, this prospectus concerning our industry and the markets in which we operate, including our general expectations and market position, market opportunity and market share, is based on information from our own management estimates and research, as well as from industry and general publications and research, surveys and studies conducted by third parties. Management estimates are derived from publicly available information, our knowledge of our industry and assumptions based on such information and knowledge, which we believe to be reasonable. In addition, assumptions and estimates of our and our industry’s future performance are necessarily subject to a high degree of uncertainty and risk due to a variety of factors, see “Risk Factors” beginning on page 15. These and other factors could cause our future performance to differ materially from our assumptions and estimates. See “Cautionary Note Regarding Forward-Looking Statements” beginning on page 20.

~~You~~Except ~~should~~as ~~rely~~otherwise ~~only~~indicated onherein ~~the information contained~~ or ~~incorporated~~as ~~by reference into this prospectus. We have not authorized anyone to provide you with~~the ~~information~~context ~~different~~otherwise ~~from~~requires, ~~that~~references ~~contained~~ in this prospectus orto ~~incorporated~~“Schmitt,” by“the ~~reference~~Company,” ~~herein.~~“we,” ~~No dealer~~“us,” ~~salesperson~~“our” orand ~~other~~similar ~~person~~references isrefer ~~authorized~~ to ~~give~~Schmitt ~~any~~Industries, ~~information or to represent anything not contained in this prospectus~~Inc. ~~You~~and ~~must~~its ~~not rely on any unauthorized information or representation~~subsidiaries.

This prospectus is an offer to sell only the securities offered hereby, but only under circumstances and in jurisdictions where it is lawful to do so. You should assume that the information in this prospectus is accurate only as of the date on the front of the document and that any information we have incorporated by reference is accurate only as of the date of the document incorporated by reference, regardless of the time of delivery of this prospectus or any sale of a security. 1

~~The~~Table ~~distribution~~ of this prospectus and the issuance of the securities in certain jurisdictions may be restricted by law. Persons outside the United States who come into possession of this prospectus must inform themselves about, and observe any restrictions relating to, the issuance of the securities and the distribution of this prospectus outside the United States. This prospectus does not constitute, and may not be used in connection with, an offer to sell, or a solicitation of an offer to buy, the securities offered by this prospectus by any person in any jurisdiction in which it is unlawful for such person to make such an offer or solicitation. Contents

~~This~~QUESTIONS ~~prospectus~~AND ~~is part of a registration statement that we filed with the Securities and Exchange Commission, or SEC. Please carefully~~ANSWERS ~~read~~RELATING ~~both~~TO ~~this~~THE ~~prospectus~~RIGHTS ~~together with the additional information described below under the section entitled “Incorporation of Certain Information by Reference.”~~ OFFERING

~~Except~~The asfollowing ~~otherwise~~are ~~indicated~~examples ~~herein~~of orwhat aswe anticipate will be common questions about the ~~context~~Rights ~~otherwise~~Offering. ~~requires,~~The ~~references~~answers are based on selected information included elsewhere in this prospectus. toThe ~~“Schmitt~~following ~~Industries,”~~questions “and answers do not contain all of the ~~Company,”~~ ~~“we,”~~information ~~“us,”~~that ~~“our,”~~may be important to you and ~~similar~~may ~~references~~not ~~refer~~address all toof ~~Schmitt~~the ~~Industries,~~questions ~~Inc~~that you may have about the Rights Offering. This prospectus and ~~its~~the ~~subsidiaries.~~documents ~~References~~incorporated inby ~~this~~reference into this prospectus tocontain ~~“Subscription~~more ~~Agent”~~detailed descriptions of the terms and ~~“Information~~conditions ~~Agent”~~of ~~each~~the Rights Offering and provide additional information about ~~refer~~us and our business, including potential risks related to ~~Broadridge~~the ~~Corporate~~Rights ~~Issuer~~Offering, ~~Solutions~~the shares offered hereby, ~~Inc~~and our business. We urge you to read this entire prospectus and the documents incorporated by reference into this prospectus.

~~DISCLOSURE~~Why ~~REGARDING~~are ~~FORWARD-LOOKING~~we ~~STATEMENTS~~conducting the Rights Offering?

~~This~~We ~~prospectus~~are ~~and~~making the ~~documents~~Rights ~~incorporated~~Offering byto ~~reference~~raise ~~into this prospectus may contain forward-looking statements within the meaning of Section 27A~~funds ofprimarily ~~the~~to ~~Securities~~support ~~Act~~our ~~of 1933,~~working ascapital ~~amended,~~needs and ~~Section 21E~~fund ofour ~~the~~operations ~~Securities Exchange Act of 1934, as amended, about the Company~~ and ~~its subsidiaries. These forward-looking statements are intended~~ to bea ~~covered~~lesser bydegree ~~the safe harbor~~ for ~~forward-looking~~ ~~statements~~product ~~provided~~development ~~by the Private Securities Litigation Reform Act of 1995~~activities. ~~Forward-looking statements are not statements of historical fact, and can be identified by the use of forward-looking terminology such as~~The ~~“believes,”~~Rights ~~“expects,”~~Offering ~~“may,”~~provides ~~“will,”~~our ~~“could,”~~existing ~~“should,”~~shareholders ~~“projects,” “plans,” “goal,” “targets,” “potential,” “estimates,” “pro forma,” “seeks,” “intends,” or “anticipates” or~~ the ~~negative~~opportunity ~~thereof~~to orparticipate ~~comparable~~in ~~terminology.~~our ~~Forward~~capital-~~looking~~raising ~~statements~~efforts ~~include~~in ~~discussions~~a ofmanner ~~strategy,~~that ~~financial projections, guidance and estimates~~allows ~~(including~~them ~~their~~to ~~underlying assumptions)~~maintain, ~~statements regarding plans, objectives, expectations or consequences of various transactions,~~ and ~~statements~~possibly ~~about the future performance~~increase, ~~operations,~~their ~~products~~proportional ~~and~~ownership ~~services~~interest ofin ~~the Company and its subsidiaries~~us. ~~We caution our shareholders and other readers not to place undue reliance on such statements.~~

~~You~~What ~~should~~is ~~read this prospectus and~~ the ~~documents~~ ~~incorporated~~Rights by reference completely and with the understanding that our actual future results may be materially different from what we currently expect. Our business and operations are and will be subject to a variety of risks, uncertainties and other factors. Consequently, actual results and experience may materially differ from those contained in any forward-looking statements. Such risks, uncertainties and other factors that could cause actual results and experience to differ from those projected include, but are not limited to, the risk factors set forth in Part I — Item 1A, “Risk Factors”, in our Annual Report on Form 10-K for the year ended May 31, 2017, as filed with the SEC on August 15, 2017, and elsewhere in the documents incorporated by reference into this prospectus. Offering?

1We are distributing, at no charge, to record holders of our common stock, non-transferable subscription rights, or the Subscription Rights, to purchase up to approximately [●] common stock at a price per share of $[●], or the Subscription Price. The Subscription Rights will not be tradable. You will receive [●] Subscription Rights for each common stock that you owned as of 5:00 PM Eastern Time, on, [●], 2022, or the Record Date. Each whole Subscription Right entitles the record holder to a basic subscription right, or the Basic Subscription Right, and an over-subscription privilege, or the Over-Subscription Privilege, as further discussed below. In addition, shareholders are entitled to receive a 10% discount on the Subscription Price if they purchase at least $[●] of our common stock in the Rights Offering, which effectively reduces such shareholder’s per share price from $[●] to $[●] per share. Subscription Rights may only be exercised in whole numbers, and we will not issue fractional shares. To the extent that the number of Subscription Rights that are distributed to you on the Record Date is not a whole number, the common stock issuable upon exercise of the Subscription Rights will be rounded down to the nearest whole share for purposes of determining the number of common stock for which you may subscribe. There is no minimum amount of proceeds necessary in order for us to close the Rights Offering.

~~Table~~Who ofmay ~~Contents~~participate in the Rights Offering?

~~You~~Only ~~should~~shareholders ~~assume that the information appearing in this prospectus and any document incorporated herein by reference is accurate as~~ of ~~its date only. Because the risk factors referred to above could cause actual results or outcomes to differ materially from those expressed in any forward-looking statements made by us or on~~ our ~~behalf,~~Company ~~you should not place undue reliance on any forward-looking statements. Further, any forward-looking statement speaks only~~ as of ~~the date on which the statement is made. New factors emerge from time to time, and it is not possible for us to predict which factors~~5:00 ~~will~~PM ~~arise.~~Eastern ~~In addition~~Time, ~~we cannot assess the impact of each factor~~ on ~~our business or~~ the ~~extent~~Record toDate ~~which any factor, or combination~~ of ~~factors~~[●], 2022 may ~~cause~~participate ~~actual results to differ materially from those contained~~ in ~~any forward-looking statements. All written or oral forward-looking statements attributable to us or any person acting on our behalf made after~~ the ~~date~~Rights ~~of this prospectus are expressly qualified in their entirety by the risk factors and cautionary statements contained in and incorporated by reference into this prospectus~~Offering. Unless legally required, we do not undertake any obligation to release publicly any revisions to such forward-looking statements to reflect events or circumstances after the date of this prospectus or to reflect the occurrence of unanticipated events.

2What are the Basic Subscription Rights?

~~Table~~For each whole common stock you own as of ~~Contents~~the Record Date, you will receive [●] Basic Subscription Rights. Subscription Rights may only be exercised in whole numbers, and we will not issue fractional shares. To the extent that the number of Subscription Rights that are distributed to you on the Record Date is not a whole number, the common stock issuable upon exercise of the Subscription Rights will be rounded down to the nearest whole share for purposes of determining the number of common stock for which you may subscribe. Therefore, shareholders holding at least [●] common stock as of the Record Date will be eligible to participate in the Rights Offering. Each whole subscription right will entitle you to purchase one share of common stock at the Subscription Price per share of $[●]. In addition, shareholders are entitled to receive a 10% discount on the Subscription Price if they purchase at least $[●] of our common stock in the Rights Offering, which effectively reduces such shareholder’s per share price from $[●] to $[●] per share.

~~SUMMARY~~ 2

~~This~~Table ~~summary highlights selected information contained elsewhere in this prospectus or incorporated by reference in this prospectus. This summary is not complete and does not contain all~~ of the information that you need to consider in making your investment decision. You should carefully read the entire prospectus, including the risks of investing in our Common Stock discussed under the section entitled “Risk Factors” contained in this prospectus and under similar headings in the other documents that are incorporated by reference into this prospectus. You should also carefully read the information incorporated by reference into this prospectus, including our financial statements and related notes and the exhibits to the registration statement of which this prospectus forms a part. Contents

~~The~~For example, if you owned 1,000 common stock of the Company as of the Record Date, you will receive [●] Subscription Rights and will have the right to purchase [●] common stock of the Company for a total purchase price of [●] or [●], if you purchase at least $[●] of our common stock in the Rights Offering. You may exercise all or a portion of your Basic Subscription Rights, or you may choose not to exercise any Basic Subscription Rights at all.

~~Schmitt~~If ~~Industries,~~you ~~Inc.,~~are ana ~~Oregon corporation,~~record ~~designs~~holder, ~~manufactures~~the ~~and~~number ~~sells~~of ~~high~~shares you ~~precision~~may ~~test~~purchase ~~and~~pursuant ~~measurement~~to ~~products~~your ~~for~~Basic ~~two~~Subscription ~~main~~Rights ~~business~~is ~~segments:~~indicated on the ~~Balancer~~enclosed ~~segment~~Subscription ~~and~~Rights ~~the Measurement segment~~Statement. ~~For~~If ~~the~~you ~~Balancer~~hold ~~segment, the Company designs, manufactures and sells~~your ~~computer-controlled~~shares ~~vibration~~in ~~detection, balancing and process control systems for~~ the ~~worldwide~~name ~~machine~~of ~~tool~~a ~~industry~~broker, ~~particularly~~dealer, ~~for~~bank, ~~grinding~~or ~~machines.~~other ~~Through~~nominee ~~its~~who ~~wholly~~uses ~~owned~~the ~~subsidiary,~~services ~~Schmitt~~of ~~Measurement~~the ~~Systems,~~Depository ~~Inc.,~~Trust ~~an Oregon corporation, the~~ Company ~~designs~~, ~~manufactures~~or ~~and sells laser and white light sensors for distance~~DTC, ~~dimensional~~you ~~and~~will not ~~area~~receive ~~measurement for~~ a ~~wide~~Subscription ~~variety~~Rights ofStatement. ~~commercial applications and measurement products that accurately measure the fill levels of tanks holding propane~~Instead, ~~diesel~~DTC ~~and~~will ~~other~~issue ~~tank-based~~[●] ~~liquids~~Subscription ~~and~~Rights ~~transmit that data via satellite~~ to ayour ~~secure~~nominee ~~web~~record ~~site~~holder for ~~display~~each common ~~and~~stock ~~data~~of ~~management (~~the ~~Measurement segment). The~~ Company ~~also~~that ~~provides~~you ~~sales~~own ~~and~~as ~~service~~of ~~for~~the ~~Europe~~Record ~~and~~Date. ~~Asia~~If ~~through its~~you ~~wholly~~are ~~owned~~not ~~subsidiary,~~contacted ~~Schmitt~~by ~~Europe~~your ~~Limited (SEL)~~nominee, ~~located~~you inshould ~~Coventry,~~contact ~~England~~your ~~and~~nominee as ~~through~~soon ~~its~~as ~~sales representative office located in Shanghai, China~~possible.

~~Our~~What ~~primary objective~~ is ~~to provide~~ the ~~best possible products and quality for our customers and to create long~~Over-~~term~~Subscription growth for the Company through our three main product lines with a market-based approach of designing and offering new products to our customers through both organic research and development and through strategic partnerships. We seek to leverage our core strengths as an engineering and product leader to expand customer access, add new capabilities to our existing products and continue to diversify our product offerings. We believe that successful execution of this strategy will lead to a transformation of our product portfolio towards increased sales, better margins and improved competitive position. Privilege?

~~For~~If ayou ~~complete~~exercise ~~description~~your ofBasic ~~our~~Subscription ~~business,~~Rights in ~~financial condition~~full, ~~results~~you ~~of operations~~may ~~and~~also ~~other~~choose ~~important~~to ~~information,~~exercise weyour ~~refer~~Over-Subscription ~~you~~Privilege to ~~our~~purchase ~~filings~~a ~~with~~portion ~~the~~of ~~SEC~~any shares that ~~are~~the ~~incorporated~~other byrecord ~~reference~~holders do innot ~~this~~purchase ~~prospectus,~~through ~~including~~the ~~our~~exercise ~~Annual~~of ~~Report~~their onBasic ~~Form~~Subscription ~~10-K~~Rights. ~~for~~You ~~the~~should ~~year~~indicate ~~ended May 31~~on your Subscription Rights Statement, ~~2017.~~or the ~~For~~form ~~instructions~~provided onby ~~how~~your tonominee ~~find~~if ~~copies~~your ofshares ~~these~~are ~~documents,~~held ~~see~~in the ~~sections~~name ~~entitled~~of ~~“Where~~a ~~You~~nominee, ~~Can~~how ~~Find~~many ~~More~~additional ~~Information”~~shares, ~~and~~if ~~“Incorporation~~any, ofyou ~~Certain~~would ~~Information~~like to bypurchase ~~Reference.”~~pursuant to your Over-Subscription Privilege.

~~Company~~If ~~Information~~sufficient shares are available, we will seek to honor your Over-Subscription Privilege request in full. If Over-Subscription Privilege requests exceed the number of shares available, however, we will allocate the available shares pro-rata among the record holders exercising their Over-Subscription Privilege in proportion to the number of common stock each of those record holders owned on the Record Date, relative to the number of shares owned on the Record Date by all record holders exercising the Over-Subscription Privilege. If this pro-rata allocation results in any record holders receiving a greater number of shares than the number for which the record holder subscribed pursuant to the exercise of the Over-Subscription Privilege, then such record holder will be allocated only that number of shares for which the record holder oversubscribed, and the remaining shares will be allocated among all other record holders exercising their Over-Subscription Privilege on the same pro rata basis described above. The proration process will be repeated until all shares have been allocated. See “The Rights Offering – Limitation on the Purchase of Shares” beginning on page 26 for a description of certain limitations on purchase.

~~The~~To ~~Company~~properly ~~was~~exercise ~~originally incorporated~~your ~~under the laws of British Columbia~~Over-Subscription Privilege, ~~Canada~~you onmust ~~January 11,~~deliver ~~1984, and the name of the Company was changed~~ to ~~Schmitt Industries, Inc. effective April 1987. In 1995,~~ the ~~Company~~Subscription ~~reincorporated~~Agent ~~under~~your ~~the~~completed ~~laws~~Subscription ofRights ~~the~~Statement ~~State of Oregon~~ and ~~moved~~ ~~its~~the ~~corporate~~subscription ~~office~~payment related to ~~Portland,~~your ~~Oregon.~~Over-Subscription ~~Our~~Privilege ~~Common~~before ~~Stock was traded on~~ the ~~Vancouver~~Rights ~~Stock~~Offering ~~Exchange from April 1987 to February 1995 when we voluntarily delisted from the exchange~~expires. ~~Since~~See ~~January~~“The ~~1995,~~Rights ~~our~~Offering ~~Common~~– ~~Stock~~The ~~has~~Subscription ~~been traded on the~~Rights ~~Nasdaq,~~ ~~first~~– ~~under~~Over-Subscription ~~the symbol “SMITF~~Privilege” ~~through~~beginning ~~February~~on ~~1996~~page ~~and~~25. ~~since~~To ~~then under~~ the ~~symbol~~extent ~~“SMIT.”~~you ~~Our~~properly ~~principal~~exercise ~~executive~~your ~~offices~~Over-Subscription ~~are~~Privilege for ~~located~~a atnumber ~~2765~~of NWshares ~~Nicolai~~that ~~St.,~~exceeds ~~Portland,~~the ~~Oregon 97210, and our telephone~~ number atof ~~that location~~unsubscribed isshares ~~(503)~~available ~~227-7908.~~to ~~Our~~you, ~~Internet~~any ~~address~~excess issubscription ~~www.schmitt-ind.com.~~payments ~~Except~~will ~~for~~be ~~the~~returned to ~~documents~~you ~~incorporated~~as bysoon ~~reference~~as inpracticable ~~this~~after ~~prospectus,~~ the ~~information contained~~expiration ~~on our website is not part~~ of ~~this~~the ~~prospectus~~Rights ~~and~~Offering, ~~should~~without ~~not~~interest beor ~~relied upon in connection with making an investment decision~~penalty.

3Equity Stock Transfer LLC, our Subscription Agent for the Rights Offering, will determine the Over-Subscription allocation based on the formula described above.

~~Table of Contents~~3

~~The~~Table ~~Rights~~of ~~Offering~~ Contents

~~Securities~~What ~~Offered~~is ~~We are distributing, at no charge, to holders of our outstanding Common Stock, nontransferable subscription rights to purchase in~~ the ~~aggregate~~Additional upShareholder to [*] shares of our Common Stock, no par value. You will receive one subscription right for each share of Common Stock you own on the record date. Each subscription right will entitle the holder to purchase one-third of a share of our Common Stock. Shares of Common Stock in the rights offering will be issued only in book-entry form.Discount?

In addition to the Basic Subscription ~~Price~~Rights ~~$[*]~~and ~~per~~the ~~whole~~Over-Subscription ~~share~~Privilege, ofshareholders ~~Common~~are ~~Stock.~~entitled Toto bereceive ~~effective,~~a ~~any~~10% ~~payment~~discount ~~for~~on the ~~exercise~~Subscription Price ofif athey ~~right~~purchase ~~must~~at ~~clear~~least ~~before~~$[●] ~~the~~of ~~expiration~~our ofcommon stock in the ~~rights~~Rights ~~offering~~Offering, which effectively reduces such shareholder’s per share price from $[●] to $[●] per share.

~~Basic~~What ~~Subscription~~effect ~~Right Each subscription right~~ will ~~entitle you to purchase one-third of a share of our Common Stock at a subscription price of $[*] per whole share, which we refer to as~~ the ~~basic subscription right. See the section entitled “The~~ Rights Offering —have ~~The~~on ~~Subscription~~our ~~Rights~~outstanding common ~~— Basic Subscription Right.”~~stock?

~~Over-Subscription~~On ~~Right~~October If11, ~~you~~2022, ~~exercise~~3,872,134 ~~your~~of ~~basic~~our ~~subscription~~common stock ~~rights~~were inoutstanding. ~~full~~Based ~~(other~~on ~~than~~the ~~those subscription rights to acquire less than one whole share of Common Stock~~foregoing, ~~which~~and ~~cannot~~assuming beno ~~exercised) and~~ other ~~shareholders~~transactions doby ~~not~~us ~~fully~~involving ~~exercise~~our ~~their~~common ~~basic~~stock ~~subscription~~prior ~~rights, you may also exercise an over-subscription right~~ to ~~purchase,~~the atexpiration of the ~~same~~Rights ~~subscription price~~Offering, ~~some~~if ~~or all of~~ the ~~additional~~Rights ~~shares~~Offering ofis ~~Common~~fully ~~Stock~~subscribed, ~~that~~approximately ~~remain~~[●] ~~unsubscribed~~common atstock ~~the~~will ~~expiration~~be ofissued ~~the~~and ~~rights offering, subject to availability~~outstanding. The Ifexact ~~the~~ number of ~~unsubscribed~~ shares ~~is not sufficient to satisfy all~~ of ~~the~~common ~~properly~~stock ~~exercised~~that ~~over-subscription~~we ~~rights requests, the available shares~~ will beissue ~~prorated among those who properly exercised over-subscription rights~~ in ~~proportion~~this toRights ~~their~~Offering ~~respective~~will ~~basic~~depend ~~subscription~~on ~~rights. See~~ the ~~section~~number ~~entitled~~of ~~“The~~shares ~~Rights~~that ~~Offering~~are —subscribed for ~~The~~in ~~Subscription~~the Rights ~~— Over-Subscription Right~~Offering.”

~~Record~~What ~~Date~~is ~~5:00~~the ~~p.m.,~~Backstop ~~Eastern Time, on [*], 2017.~~Commitment?

~~Expiration~~We ofare ~~the~~also ~~Offering~~negotiating ~~Period~~and ~~5:00~~expect ~~p.m.,~~to ~~Eastern~~enter in ~~Time,~~backstop onpurchase ~~[*],~~agreement ~~2017.~~or Wesimilar ~~may~~agreement ~~extend~~with respect to the ~~expiration~~purchase of ~~the~~any ~~offering~~common ~~period~~stock not subscribed for ~~exercising~~through ~~your~~the basic subscription ~~rights~~privilege ~~for~~or the over-subscription privilege with Activist Investing LLC, a ~~period~~significant ~~not~~shareholder. However, there can be no certainty that any or all of the common stock will be purchased pursuant to ~~exceed~~the ~~[30]~~Rights ~~days~~Offering inor ~~our~~under ~~sole~~the ~~discretion~~backstop agreement and there is no minimum purchase requirement as a condition to accepting subscriptions.

~~Use~~How ofwas ~~Proceeds We intend to use~~ the ~~net~~Subscription ~~proceeds~~Price from the rights offering as additional capital for general corporate purposes, to accelerate the timing of specific product development and to enhance the Company’s sales and marketing initiatives across our three product lines. See the section entitled “Use of Proceeds.”determined?

~~Nontransferability~~We ofare ~~Subscription~~making the Rights ~~The~~Offering ~~subscription~~to ~~rights~~raise ~~issued~~funds primarily into ~~the~~support ~~rights~~our ~~offering~~working ~~may~~capital ~~not~~needs beand ~~transferred~~fund our operations and to a lesser degree for product development activities. ~~See~~When determining the ~~section~~Subscription ~~entitled~~Price, ~~“The~~our ~~Rights~~Board ~~Offering~~considered, —among ~~Nontransferability~~other things, the need to raise additional funds to finance our business activity, the price of ~~Subscription~~the ~~Rights~~Company’s shares on the Nasdaq, the limited availability of financial resources to us.”

4As the Rights Offering is available only to our shareholders as of the Record Date, the Subscription Price does not necessarily bear any relationship to any established criteria for value. You should not consider the Subscription Price as an indication of actual value of the Company or our common stock. We cannot assure you that the market price of our common stock will not decline during or after the Rights Offering. You should obtain a current price quote for our common stock before exercising your Subscription Rights and make your own assessment of our business and financial condition, our prospects for the future, and the terms of this Rights Offering. Once made, all exercises of Subscription Rights are irrevocable.

~~Table~~Will fractional shares be issued upon exercise of ~~Contents~~Subscription Rights?

No. ~~Board~~We ~~Recommendation~~will ~~Our~~not ~~Board~~issue offractional ~~Directors~~shares ~~(referred~~upon exercise toof asSubscription ~~the~~Rights ~~“Board”)~~or iscash ~~making~~in nolieu ~~recommendation~~of ~~regarding~~fractional ~~your~~shares. ~~exercise~~To ofthe extent that the ~~subscription~~number ~~rights.~~of ~~You~~Subscription ~~are~~Rights ~~urged~~that are distributed to ~~make~~you ~~your~~on ~~decision~~the ~~based~~Record onDate ~~your~~is ~~own~~not ~~assessment~~a whole number, the number of ~~our~~common ~~business~~stock ~~and~~of the ~~rights~~Company ~~offering.~~issuable ~~See~~upon exercise of the ~~section~~Subscription Rights ~~entitled~~will ~~“Risk~~be ~~Factors”~~rounded ~~for~~down ato ~~discussion~~the ofnearest ~~some~~whole ofshare ~~the~~for ~~risks~~purposes ~~involved~~of indetermining ~~investing~~the innumber ~~our~~of ~~Common~~common ~~Stock~~stock infor ~~the~~which ~~rights~~you ~~offering~~may subscribe.

No Revocation All exercises of subscription rights are irrevocable, even if you later learn information that you consider to be unfavorable to the exercise of your subscription rights, or if the market price of our Common Stock remains below the subscription price of $[*], or if the rights offering is extended by the Board. You should not exercise your subscription rights unless you are certain that you wish to purchase shares of our Common Stock at a subscription price of $[*] per whole share.4

~~U.S.~~Table ~~Federal Income Tax Considerations For U.S. federal income tax purposes, you generally should not recognize income or loss in connection with the receipt or exercise~~ of subscription rights unless the rights offering is part of a “disproportionate distribution” within the meaning of applicable tax law, in which case you may recognize taxable income upon receipt of the subscription rights. We believe that the rights offering should not be part of a disproportionate distribution. The disproportionate distribution rules are complicated, however, and their application is uncertain. This position is not binding on the U.S. Internal Revenue Service (“IRS”) or the courts, and accordingly, it is possible that the IRS could challenge this position. You may be required to allocate a portion of your tax basis in your Common Stock to the subscription rights we distribute to you in the offering, depending on the value of the subscription rights. For further information, see the section entitled “Material U.S. Federal Income Tax Consequences.” You are urged to consult your own tax advisor as to your particular tax consequences resulting from the receipt and the disposition or exercise of subscription rights and the receipt, ownership and disposition of Common Stock.Contents

~~Extension,~~Am ~~Cancellation~~I ~~and~~required ~~Amendment We reserve the option~~ to ~~extend~~exercise ~~the~~all ~~offering period for exercising your subscription rights for a period not to exceed [30] days, although we do not presently intend to do so. If we elect to extend the expiration~~ of the ~~rights~~Basic ~~offering~~Subscription ~~period,~~Rights I wereceive will issue a press release announcing the extension no later than 9:00 a.m., Eastern Time, on the next business day after the most recently announced expiration of the rights offering. We will extend the duration of the rights offering as required by applicable law or regulation and may choose to extend the offering if we decide to give investors more time to exercise their subscription rights in the ~~rights~~Rights ~~offering.~~Offering?

~~The~~No. ~~Board~~You may ~~cancel~~exercise ~~the~~any ~~rights~~number ~~offering~~of atyour ~~any~~Basic Subscription ~~time~~Rights, ~~before~~or ~~its~~you ~~expiration~~may ~~for~~choose not to exercise any ~~reason~~Basic Subscription Rights. If ~~the~~you ~~rights~~do ~~offering~~not isexercise ~~cancelled~~any Basic Subscription Rights, the wenumber of common stock of the Company you own will ~~issue~~not achange. ~~press~~However, ~~release~~if ~~notifying~~you choose to not exercise your Basic Subscription Rights in full, your proportionate ownership interest in the Company will decrease, assuming other shareholders decide to exercise their Basic Subscription Rights. If you do not exercise your Basic Subscription Rights in full, you will not be entitled to exercise your Over-Subscription Privilege. If you purchase less than $[●] of our common stock in the ~~cancellation~~Rights ~~and~~Offering, ~~all~~you will not be entitled to receive the discount of 10% on the Subscription Price.

5How soon must I act to exercise my Subscription Rights?

~~Table~~If you received a Subscription Rights Statement and elect to exercise any or all of ~~Contents~~your Subscription Rights, the Subscription Agent must receive your properly completed and signed Subscription Rights Statement and payment for both your Basic Subscription Rights and any Over-Subscription Privilege you elect to exercise, including final clearance of any uncertified check, before the Rights Offering expires on [●], 2022, at 5:00 PM Eastern Time. If you hold your shares in the name of a broker, dealer, custodian bank, or other nominee, your nominee may establish a deadline before the expiration of the Rights Offering by which you must provide it with your instructions to exercise your Subscription Rights, along with the required subscription payment.

~~subscription~~May ~~payments~~I ~~received~~transfer bymy ~~the~~ Subscription ~~Agent will be returned, without interest or penalty, as soon as practicable.~~Rights?

No. The ~~Board~~Subscription ~~also~~Rights ~~reserves~~may be exercised only by the ~~right~~shareholders to ~~amend~~whom ~~the~~they ~~terms~~are ofdistributed, ~~the~~and ~~rights~~they ~~offering~~may ~~for~~not ~~any~~be ~~reason~~sold, ~~including~~transferred, ~~without~~assigned ~~limitation,~~or ingiven ~~order~~away to ~~increase~~anyone ~~participation~~else, inother than ~~the~~by ~~rights~~operation ~~offering~~of law. ~~Such~~As ~~amendments~~a result, a Subscription Rights Statement may ~~include~~be acompleted ~~change~~only inby the ~~subscription~~shareholder ~~price,~~who ~~although~~receives nothe ~~such~~statement. The ~~change~~Subscription isRights ~~presently~~will ~~contemplated~~not be listed for trading on any stock exchange or market.

IfWill weour ~~should make any fundamental change to the terms set forth in this prospectus~~directors, weexecutive ~~will~~officers ~~file~~and asignificant ~~post-effective~~shareholders participate ~~amendment to the registration statement~~ in ~~which this prospectus is included, offer potential purchasers who have subscribed for rights~~ the opportunity to cancel such subscriptions and issue a refund of any money advanced by such shareholder and recirculate an updated prospectus after the post-effective amendment is declared effective with the SEC. In addition, upon such event, we may extend the expiration date of the rights offering period to allow holders of rights ample time to make new investment decisions and for us to recirculate updated documentation. Promptly following any such occurrence, we will issue a press release announcing any changes with respect to the rights offering and the new expiration date. See the section entitled “The Rights Offering ~~— Expiration Date, Extension, and Amendments.”~~?

~~Procedures for Exercising Rights~~ To ~~exercise your subscription rights, you must complete~~ the ~~subscription~~extent ~~rights~~they ~~certificate~~hold ~~and~~shares ~~deliver~~of ~~the~~common ~~certificate~~stock of to the ~~Subscription~~Company ~~Agent,~~as ~~together~~of ~~with full payment for all~~ the ~~subscription~~Record ~~rights~~Date, ~~you~~our ~~elect~~directors, toexecutive ~~exercise~~officers ~~under the basic subscription right~~ and ~~over-subscription~~significant ~~right,~~shareholders ~~before~~will ~~the~~be ~~expiration~~entitled ofto ~~the~~participate ~~offering period. See~~ in the ~~section entitled “The~~ Rights Offering ~~— Method of Exercising Subscription Rights” for detailed information~~ on the ~~procedure~~same ~~and~~terms ~~requirements for exercising your subscription rights. You may deliver the documents~~ and ~~payments~~conditions byapplicable ~~mail~~to orother ~~commercial~~Subscription ~~carrier~~Rights holders. IfThere ~~regular~~can ~~mail~~be isno ~~used~~guarantee ~~for~~that ~~this~~any such ~~purpose,~~holders wewill ~~recommend using registered mail, properly insured, with return receipt requested~~participate.

IfHas ~~you are a beneficial owner of shares that are registered in~~ the ~~name~~Board ofmade a ~~broker,~~recommendation ~~dealer, bank or other nominee, you should instruct your record holder~~ to ~~exercise~~shareholders ~~your subscription right on your behalf and deliver all required documents and payment before~~ regarding the ~~expiration~~Rights ~~of the offering period.~~Offering?

IfNo. ~~you~~Our ~~cannot~~Board ~~deliver~~is ~~your~~not ~~rights~~making ~~certificate~~a torecommendation regarding your exercise of the Subscription ~~Agent~~Rights. ~~before~~Shareholders who exercise Subscription Rights will incur investment risk on new money invested. We cannot predict the ~~expiration~~price at which common stock of the ~~rights~~Company ~~offering~~will ~~period~~trade after the Rights Offering. On October 11, 2022, the closing price of our common stock on the Nasdaq was $[●] per share. The market price for our common stock may be above the Subscription Price or may be below the Subscription Price. If you exercise your Subscription Rights, you may ~~follow~~not be able to sell the ~~guaranteed~~underlying ~~delivery~~common stock ~~procedures~~of ~~described~~the Company in the ~~section~~future ~~entitled~~at ~~“The~~the same price or a higher price. You should make your decision whether to exercise your Subscription Rights based on your assessment of our business and financial condition, our prospects for the future, the terms of the Rights Offering and —the ~~Guaranteed~~information ~~Delivery~~contained ~~Procedures~~in this prospectus. See “Risk Factors” beginning on page 15 for discussion of some of the risks involved in investing in our securities.

Minimum Subscription Requirement There is no minimum subscription requirement. We will consummate the rights offering regardless of the amount raised from the exercise of basic and over-subscription rights by the expiration date.5

6Table of Contents

~~Table~~How ofdo ~~Contents~~I exercise my Subscription Rights?

If you are a shareholder of record (meaning you hold your common stock in your name and not through a broker, dealer, bank, or other nominee) and you wish to participate in the Rights Offering, you must deliver a properly completed and signed Subscription Rights Statement, together with payment of the Subscription Price for both your Basic Subscription Rights and any Over-Subscription Privilege you elect to exercise, to the Subscription Agent ~~Broadridge~~before ~~Corporate~~5:00 PM ~~Issuer~~Eastern ~~Solutions~~Time, ~~Inc~~on [●], 2022.

~~Information~~If you cannot deliver your Subscription Rights Statement to the Subscription Agent ~~Broadridge~~before ~~Corporate~~the ~~Issuer~~expiration ~~Solutions~~of the Rights Offering, ~~Inc~~you may use the procedures for guaranteed delivery as described in this prospectus under “The Rights Offering – Guaranteed Delivery Procedures” beginning on page 28 of this prospectus.

~~Shares~~If ~~Outstanding~~you ~~Before~~are ~~the~~exercising your Subscription Rights through ~~Offering~~your ~~[*]~~broker, ~~shares~~dealer, ofbank, ~~our~~or ~~Common~~other ~~Stock~~nominee, ~~were~~you ~~issued~~should promptly contact your broker, dealer, bank, or other nominee and ~~outstanding~~submit your onsubscription documents, Notice of Guaranteed Delivery (if applicable) and payment for the ~~record~~shares ~~date~~subscribed for in accordance with the instructions and within the time period provided by your broker, dealer, bank or other nominee.

~~Shares~~What ~~Outstanding~~if ~~After~~my ~~Completion~~shares ~~of the Rights Offering Assuming that all subscription rights offered hereby~~ are ~~exercised,~~held wein ~~expect~~“street ~~[*] shares of Common Stock will be outstanding immediately after completion of the rights offering.~~name”?

~~Fees~~If ~~and~~you ~~Expenses~~hold Weyour ~~will~~common ~~pay~~stock in the ~~fees~~name ~~and~~of a ~~expenses~~broker, wedealer, ~~incur~~bank, ~~related~~or toother nominee, then your broker, dealer, bank, or other nominee is the ~~rights~~record ~~offering~~holder of the shares you own. The record holder must exercise the Subscription Rights on your behalf. Therefore, you will need to have your record holder act for you.

~~Nasdaq~~If ~~Market~~you ~~Symbol~~wish ~~Our~~to ~~Common~~participate ~~Stock~~in isthis ~~listed~~Rights onOffering and purchase shares, please promptly contact the ~~Nasdaq~~record ~~Capital~~holder ~~Market~~of ~~under~~your shares. We will ask the ~~symbol~~record ~~“SMIT~~holder of your shares, who may be your broker, dealer, bank, or other nominee, to notify you of this Rights Offering.”

~~Risk~~What ~~Factors~~form ~~Before you exercise your subscription rights and purchase shares~~ of ~~Common~~payment ~~Stock~~is in the rights offering, you should be aware that there are risks associated with these transactions, including the risks described in the section entitled “Risk Factors” beginning on page [16] of this prospectus and in our Annual Report on Form 10-K for the year ended May 31, 2017. You should carefully read and consider these risk factors together with all of the other information included in or incorporated by reference into this prospectus before you decide to exercise your subscription rights to purchase shares of Common Stock.required?

~~Questions~~You Ifmust ~~you~~timely ~~have~~pay ~~any questions about~~ the ~~rights~~full ~~offering,~~Subscription ~~including questions about subscription procedures and requests~~ Price for ~~additional~~the ~~copies~~full number of ~~this~~shares ~~prospectus~~you orwish ~~other~~to ~~documents,~~acquire ~~please~~pursuant ~~contact~~to the ~~Information~~exercise ~~Agent,~~of ~~Broadridge~~Subscription ~~Corporate~~Rights ~~Issuer Solutions, Inc.,~~ by ~~email~~delivering atto ~~Shareholder@Broadridge.com~~the orSubscription ~~by telephone at 800-733-1121.~~Agent a:

7· Cashier’s check drawn on a U.S. bank; or

~~Table~~· ofWire ~~Contents~~transfer.

~~QUESTIONS~~If ~~AND~~you ~~ANSWERS~~send ~~ABOUT~~a ~~THE~~payment ~~RIGHTS~~that ~~OFFERING~~is insufficient to purchase the number of shares you requested, or if the number of shares you requested is not specified in the forms, the payment received will be applied to exercise your Subscription Rights to the fullest extent possible based on the amount of the payment received.

~~The~~When ~~following~~will ~~are~~I ~~examples~~receive ofmy ~~what~~new ~~we anticipate will be~~ common ~~questions~~stock ~~about the rights offering. The answers are based on selected information included elsewhere in this prospectus. The following questions and answers do not contain all~~ of the information that may be important to you and may not address all of the questions that you may have about the rights offering. This prospectus and the documents incorporated by reference herein contain more detailed descriptions of the terms and conditions of the rights offering and provide additional information about us and our business, including potential risks related to the rights offering, the shares of our Common Stock and our business. We urge you to read this entire prospectus, our financial statements and related notes and the other information incorporated by reference herein as described under the section entitled “Incorporation of Certain Information by Reference.” Company?

~~What~~The isSubscription Agent will arrange for the issuance of our common stock as soon as practicable after the expiration of the Rights Offering, payment for the shares subscribed for has cleared, and all prorating calculations and reductions contemplated by the terms of the Rights Offering have been effected. All shares that you purchase in the Rights Offering will be issued in book-entry or uncertificated form, meaning that you will receive a ~~rights~~direct ~~offering?~~registration, or DRS, account statement from our transfer agent reflecting ownership of these securities if you are a holder of record of shares. If you hold your shares in the name of a broker, dealer, bank, or other nominee, DTC will credit your account with your nominee with the securities you purchase in the Rights Offering.

A rights offering is an opportunity for you to purchase additional shares of Common Stock at a fixed price and in an amount at least proportional to your existing interest in the Company, enabling you to maintain or possibly increase your current percentage of ownership in the Company. 6

~~Who~~Table ~~will~~of ~~be entitled to participate in this rights offering?~~ Contents

WeAfter ~~are~~I ~~distributing,~~send atin nomy ~~charge,~~payment toand ~~holders~~Subscription ofRights ~~our outstanding Common Stock nontransferable~~Statement ~~subscription rights~~ to ~~purchase additional shares of our Common Stock. We have granted to you, as a shareholder on~~ the ~~record~~Subscription ~~date~~Agent, ~~5:00 p.m.,~~may ~~Eastern~~I ~~Time,~~cancel ~~on [*],~~my ~~2017,~~exercise ~~one subscription right for each share~~ of ~~our~~Subscription Common Stock that you owned at such time. Each subscription right will entitle the holder to purchase one-third of a share of our Common Stock at a subscription price of $[*] per whole share. If you hold your shares in the name of a broker, dealer, bank or other nominee who uses the services of The Depository Trust Company, or DTC, one subscription right will be issued by DTC to the nominee for each share of our Common Stock that you own at the record date. The subscription rights will be evidenced by subscription rights certificates. Each subscription right will entitle the holder to a basic subscription right and an over-subscription right. Rights?

~~Why~~No. Exercises of Subscription Rights are weirrevocable, unless ~~conducting~~the Rights Offering is terminated, even if you later learn information that you consider to be unfavorable to the ~~rights~~exercise ~~offering?~~of your Subscription Rights. You should not exercise your Subscription Rights unless you are certain that you wish to purchase shares at the Subscription Price.

WeHow ~~are conducting~~much ~~the~~will ~~rights offering to raise additional capital for general corporate purposes, to accelerate~~ the ~~timing of specific product development and to enhance the~~ Company’s ~~sales~~receive ~~and~~from ~~marketing initiatives across our three product lines. See~~ the ~~section~~Rights ~~entitled “Use of Proceeds.”~~ Offering?

~~What~~Assuming isthat all shares are sold in the ~~basic~~Rights Offering, ~~subscription~~including ~~right?~~the exercise of all Over-Subscription Privileges, we estimate that the net proceeds from the Rights Offering will be approximately $[●] million, based on a Subscription Price of $[●] per share and after deducting other expenses payable by us.

~~The~~Are ~~basic~~there ~~subscription~~risks ~~right~~in ~~gives~~exercising ~~our~~my ~~shareholders~~Subscription the opportunity to purchase one-third of a share of our Common Stock at a subscription price of $[*] per whole share of Common Stock. You may exercise all or a portion of your basic subscription rights, or you may choose not to exercise any subscription rights. No fractional shares will be issued. Rights?

~~What~~Yes. isThe exercise of your Subscription Rights involves risks. Exercising your Subscription Rights involves the ~~over-subscription~~purchase ~~right?~~of additional common stock, and you should consider this investment as carefully as you would consider any other investment. We cannot assure you that the market price of our common stock will exceed the Subscription Price, nor can we assure you that the market price of our common stock will not further decline during or after the Rights Offering. We also cannot assure you that you will be able to sell our common stock purchased in the Rights Offering at a price equal to or greater than the Subscription Price. In addition, you should carefully consider the risks described herein. See “Risk Factors” beginning on page 15 for discussion of some of the risks involved in investing in our securities.

IfCan you exercise your basic subscription rights in full (other than those subscription rights to acquire less than one whole share of Common Stock, which cannot be exercised) and other shareholders do not fully exercise their basic subscription rights, you may also exercise an over-subscription right to purchase, at the ~~same~~Board ~~subscription~~terminate ~~price of $[*] per whole share, some~~ or ~~all~~extend of the ~~additional~~Rights shares of Common Stock that remain unsubscribed at the expiration of the rights offering, subject to availability. To the extent the number of unsubscribed shares is not sufficient to satisfy all of the properly exercised over-subscription rights requests, the available shares will be prorated among those who properly exercised over-subscription rights in proportion to their respective basic subscription rights. The Subscription Agent will return any excess payments without interest or penalty as soon as practicable after the expiration of the rights offering. Offering?

8Yes. Our Board may decide to terminate the Rights Offering at any time and for any reason before the expiration of the Rights Offering. We also have the right to extend the Rights Offering for additional periods in our sole discretion. We do not presently intend to extend the Rights Offering. We will notify shareholders if the Rights Offering is terminated or extended by issuing a press release.

~~Table~~If ofthe ~~Contents~~Rights Offering is not completed or is terminated, will my subscription payment be refunded to me?

InYes. ~~order~~The toSubscription ~~properly~~Agent ~~exercise~~will ~~your~~hold ~~over-subscription~~all ~~right, you must deliver the subscription payment for~~funds ~~your~~it ~~exercise~~receives ofin ~~your~~a ~~over-subscription~~segregated ~~right~~bank ~~before~~account ~~the~~until ~~expiration~~completion of the ~~rights~~Rights ~~offering~~Offering. ~~Because~~If we ~~will~~do not ~~know~~complete the ~~total~~Rights ~~number of unsubscribed shares before the expiration of the rights offering~~Offering, ifall ~~you~~subscription payments ~~wish~~received toby ~~maximize~~ the ~~number~~Subscription ofAgent ~~shares you purchase pursuant to your over-subscription right, you~~ will ~~need~~be toreturned ~~deliver~~as ~~payment~~soon inas anpracticable ~~amount~~after ~~equal to~~ the ~~aggregate~~termination ~~subscription~~or ~~price~~expiration ~~for~~of the ~~maximum~~Rights Offering, ~~number~~without ofinterest ~~shares~~or ofpenalty. ~~Common~~If ~~Stock~~ you ~~are~~own ~~electing~~shares toin ~~exercise~~“street name,” ~~assuming~~it ~~that~~may ~~no shareholder~~take ~~other~~longer ~~than~~for you ~~has purchased any shares of our Common Stock pursuant~~ to ~~their~~receive ~~basic~~your subscription payment ~~right~~because ~~and~~the ~~over-subscription~~Subscription ~~right.~~Agent ~~See~~will ~~the~~return ~~section~~payments ~~entitled~~through ~~“The~~the ~~Rights~~record ~~Offering — The~~holder ~~Subscription Rights — Over-Subscription~~of ~~Right.”~~your shares.

~~How was the subscription price determined?~~ 7

InTable ~~determining the subscription price for exercising the rights, the Board considered a number~~ of factors, including the likely cost of capital from other sources, our business prospects, historical and current trading prices of our Common Stock, potential market value of our assets as compared to their relative book value, general conditions of the securities markets, and our need for liquidity and capital. The subscription price is not necessarily related to our book value or our net worth. Contents

~~After~~What ~~the~~fees ~~date of this prospectus, our Common Stock may trade at a price above~~ or ~~below~~charges ~~the~~apply ~~subscription~~if ~~price.~~I Inpurchase ~~that~~shares ~~event, the Board,~~ in ~~its sole discretion, may change~~ the ~~subscription price of the rights offering or determine to cancel or otherwise alter the terms of the rights offering.~~ Rights Offering?

~~Will~~We ~~fractional~~are not charging any fee or sales commission to issue Subscription Rights to you or to issue shares ofto ~~Common~~you ~~Stock~~if beyou ~~issued~~exercise ~~upon~~your Subscription Rights. If you exercise ofyour ~~the~~Subscription Rights ~~subscription~~through ~~rights?~~a broker, dealer, custodian bank, or other nominee, you are responsible for paying any fees your broker, dealer, bank, or other nominee may charge you.

~~No.~~What Weif ~~will~~I do not ~~issue fractional shares of Common Stock. If the number of subscription rights you~~ exercise ~~would~~my ~~otherwise~~Subscription ~~permit you to purchase a fraction of a share, the number of shares that you may purchase will be rounded down to the nearest whole share.~~ Rights?

AmIf Iyou ~~required~~do tonot exercise ~~all~~your ofSubscription Rights before the ~~subscription~~Expiration Date, your Subscription Rights will automatically terminate. By not exercising your Subscription Rights in the Rights ~~rights~~Offering, Iyou ~~receive~~will experience dilution in your proportionate interest in the ~~rights~~Company ~~offering?~~if other shareholders of the Company exercise their Subscription Rights. In addition, as a result of the potential backstop commitment, if shareholders do not exercise their Subscription Rights, the potential backstop investor’s percentage of ownership of our common stock will increase.

~~No.~~What ~~You~~are ~~may~~the ~~exercise~~U.S. ~~any~~federal ~~whole~~income ~~number~~tax consequences of ~~your subscription rights,~~ receiving or ~~you~~exercising ~~may~~my ~~choose~~Subscription ~~not to exercise any subscription rights. If you do not exercise your basic subscription right in full, you will not be entitled to participate in the over-subscription right.~~ Rights?

~~May~~A IU.S. ~~transfer~~holder myof common stock likely will not recognize any income, gain or loss for U.S. federal income tax purposes in connection with the receipt or exercise of subscription rights. However, ifno Itax doruling ~~not~~from ~~want~~the Internal Revenue Service will be sought for the rights offering. You should consult your own tax advisor as to ~~purchase~~the ~~any~~tax ~~shares?~~consequences of the Rights Offering in light of your particular circumstances. For a more detailed discussion, see “Material U.S. Federal Income Tax Consequences” beginning on page 34.

~~No.~~To ~~Should~~whom ~~you~~should ~~choose~~I ~~not~~send tomy ~~exercise~~forms ~~your rights, you may not sell, give away or otherwise transfer your subscription rights. However, subscription rights will be transferable to your affiliates, such as family members or family trusts,~~ and by operation of law (for example, upon death of the recipient). If you sell any of your shares before the end of the rights offering period, the rights will not transfer to the new owner(s) but will remain with you. payment?

~~Are~~If ~~there~~your ~~any~~shares ~~limitations~~are onheld in the ~~number~~name of mya broker, dealer, bank, or other nominee, then you should send your subscription ~~rights~~documents, Notice of Guaranteed Delivery (if applicable) and subscription payment to that Ibroker, ~~may~~dealer, ~~exercise?~~bank, or other nominee. If you are the record holder, then you should send your Subscription Rights Statement, Notice of Guaranteed Delivery (if applicable) and payment of your Subscription Price to the Subscription Agent hand delivery, first class mail or courier service to:

~~Yes.~~By InOvernight no event may any subscriber purchase shares of our Common Stock in the rights offering that, when aggregated with all of the shares of our Common Stock otherwise owned by the subscriber and his, her or its affiliates, would immediately following the closing of this rights offering represent 50% or more of our issued and outstanding shares. There are other limitations bearing upon persons owning or that may become owners by the rights offering of 5% of the Company’s outstanding shares in order to preserve the Company’s net operating losses carryforwards, or NOLs, under federal income tax laws. The limitations as to 5% ownership may be waived by the Board as to all affected persons in the event the Board determines in its discretion that such limitations have little or no practical effect to prevent loss of any of the Company’s NOLs or that the Company’s need to maximize proceeds from the rights offering is greater than the need to attempt to prevent the loss of NOLs by enforcement of the limitations. Courier:

9Equity Stock Transfer LLC Attn: Shareholder Services 237 West 37the St., Suite 602 New York, NY 10018

~~Table~~By ofU.S. ~~Contents~~Postal Service (USPS):

~~How~~Equity ~~soon~~Stock ~~must~~Transfer ILLC Attn: ~~act~~Shareholder toServices 237 ~~exercise~~West my37the ~~subscription~~St., ~~rights?~~Suite 602 New York, NY 10018

~~The~~You ~~subscription rights may be exercised at any time beginning on the effective date of this prospectus and before the expiration of the rights offering~~or, ~~which is~~if ~~on [*]~~applicable, ~~2017,~~your atnominee ~~5:00~~are ~~p.m.,~~solely responsible ~~Eastern Time. See the section entitled “The Rights Offering”~~ for ~~detailed~~completing ~~information~~delivery onto the ~~procedures~~Subscription ~~and~~Agent ~~requirements~~of ~~for exercising~~ your subscription ~~rights. If you elect to exercise any rights~~documents, ~~the~~ Subscription ~~Agent~~Rights ~~must~~Statement, ~~actually~~Notice ~~receive~~of Guaranteed ~~all~~Delivery ~~required~~(if ~~documents~~applicable) ~~from you,~~ and ~~your~~ payment. ~~must~~You ~~have~~should ~~cleared,~~allow ~~before~~sufficient ~~that~~ time. Iffor ~~your~~delivery ~~required~~of your subscription ~~exercise~~materials ~~documentation~~to ~~is received by~~ the Subscription Agent ~~after~~before the expiration of the ~~rights~~ ~~offering,~~Rights weOffering ~~may,~~at in5:00 ~~our~~PM ~~sole~~Eastern ~~discretion~~Time, ~~choose~~on ~~to accept your subscription~~[●], ~~but shall be under no obligation to do so~~2022.

If you hold your shares in name of a broker, dealer, bank, or other nominee, your nominee may establish a deadline before the expiration of the rights offering by which you must provide such nominee with your instructions to exercise your subscription rights along with the required payment. 8

~~Although~~Table ~~we reserve the option~~ of ~~extending the expiration of the rights offering period, we currently do not intend to do so.~~ Contents

~~How~~Whom doshould I ~~exercise~~contact myif ~~subscription~~I ~~rights?~~have other questions?

If you ~~wish~~have toother questions or need assistance, ~~participate~~please incontact the ~~rights~~Information ~~offering~~Agent, ~~you~~Equity ~~must:~~Stock Transfer, at:

1.([●])[●] ~~Deliver~~(Toll payment to the Subscription Agent using one of the methods outlined under the sections entitled “The Rights Offering — Method of Exercising Subscription Rights” and “The Rights Offering — Form of Payment,” which payment must have cleared, before 5:00 pfree).~~m., Eastern Time, on~~ ([*●],)[●] ~~2017, unless the offering period is extended; and~~(International).

2. Deliver a properly completed subscription rights certificate to the Subscription Agent before the expiration of the offering period which is 5:00 p.m., Eastern Time, on [*], 2017, unless the offering period is extended.9

~~Any~~Table ~~shareholder~~of who cannot deliver its subscription rights certificate to the Subscription Agent before the expiration time may use the procedures for guaranteed delivery described under the section entitled “The Rights OfferingContents ~~— Guaranteed Delivery Procedures.”~~

IfPROSPECTUS you hold your shares through a broker, dealer, bank or other nominee, complete and return to your record holder the form entitled “Beneficial Owner Election Form” or such other appropriate documents as provided by your record holder related to your subscription right prior to the deadline established by your record holder. SUMMARY

ToThis ~~whom~~summary highlights certain information about us, this Rights Offering and selected information contained in the prospectus. This summary is not complete and does not contain all of the information that you should Iconsider ~~send~~before mydeciding ~~forms~~whether to invest in our common stock. For a more complete understanding of the Company and ~~payment?~~this Rights Offering, we encourage you to read and consider the more detailed information included or incorporated by reference in this prospectus, including risk factors, see “Risk Factors” beginning on page 15, and our most recent consolidated financial statements and related notes.

IfAbout ~~your shares~~Schmitt ~~are held in the name of a broker~~Industries, ~~dealer, bank or other nominee, then you should send your subscription documents, rights certificate, notices of guaranteed delivery (if applicable) and subscription payment to that record holder~~Inc.

IfThe Company ~~you~~is ~~are~~a ~~the~~holding ~~record~~company ~~holder,~~owning ~~then~~subsidiaries ~~you~~engaged ~~should~~in ~~send~~diverse ~~your~~business ~~subscription~~activities. ~~documents,~~We ~~rights~~continually ~~certificate,~~assess ~~notices~~strategic ~~of guaranteed delivery (if applicable) and~~opportunities ~~subscription~~to ~~payment~~improve byshareholder ~~hand~~value. ~~delivery,~~The ~~first~~Company’s ~~class~~operating ~~mail~~businesses orinclude ~~courier~~propane ~~service~~tank tomonitoring ~~the~~solutions, ~~Subscription~~precision ~~Agent,~~measurement solutions ~~Broadridge~~and ~~Corporate~~ice ~~Issuer~~cream ~~Solutions,~~production ~~Inc.:~~and distribution.

ByWe ~~Mail:~~report in two business segments, the Ice Cream Segment and the Measurement Segment.

~~Broadridge Corporate~~· ~~Issuer~~Ice ~~Solutions,~~Cream ~~Inc~~Segment. Through our wholly owned subsidiary, Ample Hills Acquisition, LLC (“Ample Hills”), the Ice Cream Segment manufactures, wholesales, and retails ice cream and related products through a network of 15 individual retail locations located in New York, New Jersey and California.

~~Attn:~~· ~~BCIS~~Measurement ~~Re-Organization~~Segment. ~~Dept~~Through our wholly owned subsidiary Schmitt Measurement Systems, Inc., the Measurement Segment manufactures and sells products in two core product lines, Acuity® and Xact®.

~~P.O.~~o ~~Box~~Acuity® ~~1317~~sells products, solutions and services that includes laser and white light sensor distance, measurement and dimensional sizing products.

~~Brentwood~~o Xact® product line includes ultrasonic-based remote tank monitoring products and related monitoring revenues for markets in the Internet of Things environment. The Xact products measure the fill levels of tanks holding propane, ~~NY 11717~~diesel and other tank-~~0693~~based liquids and the related monitoring services, which includes transmission of fill data from the tanks via satellite to a secure website for display.

10For additional information about our Company, please refer to other documents we have filed with the SEC and that are incorporated by reference into this prospectus, as listed under the heading “Incorporation of Certain Information by Reference.”

~~Table~~Company ~~of Contents~~Information

ByThe ~~Hand~~Company ~~Delivery~~was ororiginally incorporated ~~Overnight~~under ~~Courier~~the ~~Excluding~~laws Uof British Columbia, Canada on January 11, 1984, and the name of the Company was changed to Schmitt Industries, Inc.S effective April 1987. ~~Postal~~In ~~Service:~~1995, the Company reincorporated under the laws of the State of Oregon and moved its corporate office to Portland, Oregon. Our common stock was traded on the Vancouver Stock Exchange from April 1987 to February 1995 when we voluntarily delisted from the exchange. Since January 1995, our common stock has been traded on the Nasdaq, first under the symbol “SMITF” through February 1996 and since then under the symbol “SMIT.”

~~Broadridge Corporate Issuer Solutions, Inc.~~ 10

~~Attn:~~Table ~~BCIS~~of ~~IWS~~ Contents

51The ~~Mercedes~~Company ~~Way~~expanded into the food services market on July 9, 2020 by acquiring essentially all the assets of Ample Hills Creamery, a debtor-in-possession under Title 11 of the United States Bankruptcy Code in an arms’ length transaction. On July 9, 2020, Ample Hills entered into an Asset Purchase Agreement, or the Agreement, dated as of June 29, 2020, with Ample Hills Holdings, Inc., a Delaware corporation, Ample Hills Creamery, Inc., a New York corporation, and their subsidiaries (collectively, the “Ample Hills Entities”). The transactions contemplated by the Agreement, or the Transactions, closed on July 9, 2020, the day after a sale order approving the Transactions was entered by the Bankruptcy Court (defined below). The Ample Hills Entities were debtors-in-possession under title 11 of the United States Code, 11 U.S.C. § 101 et seq. pursuant to voluntary petitions for relief filed under Chapter 11 of the Bankruptcy Code on March 15, 2020 in the United States Bankruptcy Court for the Eastern District of New York, or the Bankruptcy Court. The Transactions were conducted through a Bankruptcy Court-supervised process, subject to Bankruptcy Court-approved bidding procedures, approval of the Transactions by the Bankruptcy Court, and the satisfaction of certain closing conditions.

~~Edgewood~~Our principal executive offices are located at 2765 NW Nicolai St., NYPortland, ~~11717~~Oregon 97210, and our telephone number at that location is (503) 227-7908. Our internet address is www.schmitt-ind.com. Except for the documents incorporated by reference in this prospectus, the information contained on our website is not part of this prospectus and should not be relied upon in connection with making an investment decision.

~~You~~The ~~are~~Rights solely responsible for completing delivery of your subscription documents, subscription rights certificate and payment to the Subscription Agent or, if you are not a record holder to your broker, dealer, custodian bank or other nominee. We urge you to allow sufficient time for delivery of your subscription materials to the Subscription Agent or your broker, dealer, custodian bank or other nominee. Offering

If you send a payment that is insufficient to purchase the number of shares of Common Stock you requested, or if the number of shares of Common Stock you requested is not specified in the forms, the payment received will be applied to exercise your subscription rights to the fullest extent possible based on the amount of the payment received.

Securities to be offered:	We are distributing, at no charge, to holders of our common stock on the Record Date, either as a holder of record or, in the case of shares held of record by brokers, banks, or other nominees, on your behalf, as a beneficial owner of such shares, non-transferrable Subscription Rights to purchase up to an aggregate of approximately [●] common stock.
Subscription Price:	$[●] per share. Shareholders are entitled to receive a 10% discount on the Subscription Price if they purchase at least $[●] of our common stock in the Rights Offering, which effectively reduces such shareholder’s per share price from $[●] to $[●] per share.
Record Date:	[●], 2022
Subscription Right:	Each Subscription Right consists of a Basic Subscription Right and an Over-Subscription Privilege. You are under no obligation to exercise your rights to subscribe for any shares in the Rights Offering. If you choose not to participate in the Rights Offering, you do not have to take any special action to decline to participate.
Basic Subscription Rights:	Each whole Basic Subscription Right will entitle you to purchase one common stock at the Subscription Price. Subscription Rights may only be exercised in whole numbers, and we will not issue fractional shares. To the extent that the number of Subscription Rights that are distributed to you on the Record Date is not a whole number, the common stock issuable upon exercise of the Subscription Rights will be rounded down to the nearest whole share for purposes of determining the number of our common stock for which you may subscribe.

~~After I send in my payment and rights certificate, may I cancel my exercise of subscription rights?~~ 11

~~No.~~Table ~~All exercises~~ of subscription rights are irrevocable, even if you later learn information that you consider to be unfavorable to the exercise of your subscription rights, or the market price of our Common Stock remains below the subscription price of $[*], or the expiration of the rights offering period is extended by the Board. However, if we amend the rights offering to make a material change to the terms set forth in this prospectus, you may cancel your subscription and receive a refund of any money you have advanced. You should not exercise your subscription rights unless you are certain that you wish to purchase shares of Common Stock at a subscription price of $[*]Contents ~~per whole share.~~

What should I do if I want to participate in the rights offering but my shares are held in the name of my broker, dealer, bank or other nominee?

Over-Subscription Privilege:	If you exercise your Basic Subscription Rights in full, you may also choose to purchase a portion of any shares that are not purchased by our other shareholders through the exercise of their Basic Subscription Rights, subject to a proration described elsewhere.
Expiration Date:	The Subscription Rights will expire at 5:00 PM Eastern Time, on [●], 2022. We reserve the right to extend the Expiration Date in our sole discretion.
Procedure for exercising subscription Rights:	To exercise your Subscription Rights, you must take the following steps: If you are a record holder of our common stock, you must deliver payment and a properly completed and signed Subscription Rights Statement to the Subscription Agent to be received before 5:00 PM Eastern Time, on [●], 2022. You may deliver the documents and payments by first class mail or courier service. If you use first class mail for this purpose, we recommend using certified mail, properly insured, with return receipt requested. If you are a beneficial owner of shares that are registered in the name of a broker, dealer, custodian bank, or other nominee, you should instruct your broker, dealer, custodian bank, or other nominee to exercise your Subscription Rights on your behalf. Please follow the instructions of your nominee, who may require that you meet a deadline earlier than 5:00 PM Eastern Time, on [●], 2022.
Delivery of shares:	As soon as practicable after the expiration of the Rights Offering, the Subscription Agent will arrange for the issuance of the common stock purchased pursuant to the Rights Offering. All shares that are purchased in the Rights Offering will be issued in book-entry or uncertificated form, meaning that you will receive a direct registration account statement from our transfer agent reflecting ownership of these securities if you are a holder of record of shares. If you hold your shares in the name of a custodian bank, broker, dealer, or other nominee, DTC will credit your account with your nominee with the securities you purchased in the Rights Offering.

If you hold your shares of our Common Stock in the name of a broker, dealer, bank or other nominee, then your broker, dealer, bank or other nominee is the record holder of the shares you own and the record holder must exercise the subscription rights on your behalf for the shares of Common Stock that you wish to purchase. If you wish to participate in the rights offering and purchase shares of our Common Stock, contact your broker, dealer, bank or other nominee promptly. You should complete and return to your nominee the form entitled “Beneficial Owner Election Form.” You should receive this form from your broker, dealer, bank or other nominee with the other rights offering materials. You should contact your broker, dealer, bank, or other nominee if you believe that you are entitled to participate in the rights offering but have not received any rights offering materials. 12

~~What~~Table ~~will~~of ~~happen if I do not exercise my subscription rights?~~ Contents

If you do not exercise any subscription rights, the number of shares of our Common Stock that you own will not change. If you choose not to exercise your subscription rights in full, your percentage ownership of our Common Stock may decrease and your voting and other rights may be diluted by the issuance of shares to others who do choose to exercise their subscription rights. Subscription rights not exercised prior to the expiration of the rights offering will expire.

Non-transferability of Subscription Rights:	The Subscription Rights may not be sold, transferred, assigned or given away to anyone. The Subscription Rights will not be listed for trading on any stock exchange or market.
No board recommendation:	Our Board is not making a recommendation regarding your exercise of the Subscription Rights. You are urged to make your decision to invest based on your own assessment of our business and the Rights Offering. See “Risk Factors” beginning on page 15 for a discussion of some of the risks involved in the Right Offering and investing in our securities.
No revocation:	All exercises of Subscription Rights are irrevocable, even if you later learn of information that you consider to be unfavorable to the exercise of your Subscription Rights.
The Backstop Commitment	We are also negotiating and expect to enter in backstop purchase agreement or similar agreement with respect to the purchase of any common stock not subscribed for through the basic subscription privilege or the over-subscription privilege with Activist Investing LLC, a significant shareholder. However, there can be no certainty that any or all of the common stock will be purchased pursuant to the Rights Offering or under the backstop agreement and there is no minimum purchase requirement as a condition to accepting subscriptions. The backstop investor will not receive any fee in connection with the backstop commitment.
Use of proceeds:	We intend to use the net proceeds from this Rights Offering primarily to support our working capital needs and fund our operations and to a lesser degree for product development activities.

~~Are there risks in exercising my subscription rights?~~ 13

~~Yes.~~Table ~~Exercising your subscription rights involves the purchase~~ of shares of our Common Stock and should be considered as carefully as you would consider any other equity investment. Shareholders who exercise subscription rights risk investment loss on new money invested. We cannot assure you that anyone purchasing Contents

Material U.S. federal income tax consequences:	A U.S. holder of common stock likely will not recognize any income, gain or loss for U.S. federal income tax purposes in connection with the receipt or exercise of subscription rights; however, no tax ruling from the Internal Revenue Service has been or will be sought for the Rights Offering. You should consult your own tax advisor as to the tax consequences of the Rights Offering in light of your particular circumstances. See “Material U.S. Federal Income Tax Consequences” beginning on page 34.
Extension and termination:	Although we do not presently intend to do so, we may extend the Rights Offering for additional time in our sole discretion. Our Board may also choose to terminate the Rights Offering at any time, for any reason, before the completion of the Rights Offering.
Subscription Agent:	Equity Stock Transfer LLC
Questions:	If you have other questions or need assistance, please contact the Information Agent, Equity Stock Transfer LLC, at ([●])[●] (toll free) or ([●])[●] (international).
Market for Common Stock:	Our common stock are traded on the Nasdaq, under the symbol “SMIT.”
Risk factors:	Before you exercise your Subscription Rights to purchase shares, you should be aware that there are risks associated with your investment, and you should carefully read and consider risks described herein, see “Risk Factors” beginning on page 15, together with all of the other information included and incorporated by reference in this prospectus.
Important dates to remember:	Set forth below are certain important dates for this offering, which are generally subject to extension: Record Date: [●], 2022 Expiration Date: [●], 2022 Deadline for Delivery of Subscription Rights Statements and Payment for Shares: [●], 2022 Anticipated Delivery of Shares Purchased in Rights Offering: [●], 2022

~~Table of Contents~~14

~~Common~~Table ~~Stock~~of at the subscription price will be able to sell those shares in the future at the same price or a higher price. Among other things, you should carefully consider the risks described under the section entitled “Risk Factors” in this prospectus and the documents incorporated by reference herein. Contents

~~How~~RISK ~~and when will I receive my shares of Common Stock purchased in the rights offering?~~ FACTORS

~~Shares~~Investing ~~of Common Stock purchased~~ in ~~the~~our ~~rights~~common ~~offering~~stock ~~will be issued only in book-entry~~involves ~~form (i~~risks.~~e.,~~ noPlease ~~physical~~carefully ~~stock~~consider ~~certificates~~the ~~will~~risk befactors ~~issued).~~described Ifin ~~you~~our ~~are~~periodic ~~the~~reports ~~holder~~filed ofwith ~~record~~the ofSEC, ~~our~~including ~~Common~~those ~~Stock~~set ~~(whether~~forth ~~you~~under the ~~hold~~caption ~~share~~“Item ~~certificates~~1A. orRisk ~~your~~Factors” ~~shares are maintained~~ in ~~book-entry~~our ~~form~~most byrecently ~~our~~filed ~~transfer~~annual ~~agent,~~report ~~Broadridge~~on ~~Corporate Issuer~~Form ~~Solutions~~10-K, ~~Inc.),~~which ~~you~~is ~~will~~incorporated ~~receive~~by areference in ~~statement~~this ofprospectus ~~ownership~~and ~~reflecting~~in ~~the~~any ~~shares~~other ofdocuments ~~Common~~we ~~Stock~~may ~~purchased~~file in the ~~offering~~future inand ~~the~~that ~~Direct~~will ~~Registration~~be ~~System,~~incorporated orby ~~DRS, as~~reference ~~soon~~into asthis ~~practicable~~prospectus. Before ~~after~~making ~~the~~an ~~expiration~~investment ofdecision, ~~the~~you ~~rights~~should ~~offering.~~carefully ~~If your~~consider ~~shares~~these ofrisks ~~Common~~as ~~Stock~~well ~~are~~as ~~registered~~other ininformation ~~the~~we ~~name~~include ~~of a broker, dealer, bank~~ or ~~other~~incorporate by ~~nominee,~~reference ~~your~~in ~~shares~~this ofprospectus. ~~Common~~You ~~Stock~~should ~~will~~ be ~~issued~~able to ~~the~~bear ~~same account, and you may request~~ a ~~statement~~complete ofloss ~~ownership from the nominee following the expiration~~ of ~~the~~your ~~rights offering~~investment.

IfRisks ~~the~~Related ~~rights~~to ~~offering~~this isRights ~~not~~Offering ~~completed,~~and the ~~will~~Ownership myof ~~subscription~~the ~~payment~~Common ~~be refunded to me?~~ Stock

~~Yes.~~This ~~The~~Rights ~~Subscription~~Offering ~~Agent~~may ~~will~~cause ~~hold~~the ~~all~~trading ~~funds~~price ~~received in escrow until completion~~ of ~~the~~our ~~rights~~common ~~offering. If the rights offering is not completed, all~~stock subscription payments received by the Subscription Agent will be returned, without interest, as soon as practicable. If you hold your shares through a broker, dealer, bank or other nominee, the Subscription Agent will return payments to ~~the record holder of the shares~~decrease.

IfThe Subscription Price represents a [●]% discount to the ~~amount~~closing sale price of ~~subscription~~our ~~rights~~common stock, as reported by the Nasdaq, of $[●] per share on [●], 2022. The Subscription Price, together with the number of the common stock we propose to issue and ultimately will issue if this Rights Offering is completed, may result in an immediate decrease in the market price of our common stock. This decrease may continue after the completion of this Rights Offering. If that occurs, you may have committed to buy common stock in the Rights Offering at a price greater than the prevailing market price. Further, if a substantial number of Subscription Rights are exercised and the holders of the shares received upon exercise isof ~~limited~~those Subscription Rights choose to sell some or all of the shares underlying the Subscription Rights, ~~any~~the ~~amount~~resulting ~~not~~sales ~~used~~could ~~for~~depress ~~purchases~~the market ~~also~~price ~~will~~of beour ~~refunded~~common stock. Following the exercise of your Subscription Rights you may not be able to sell your common stock at a price equal to or greater than the Subscription Price.

~~How~~Your dointerest Iin ~~exercise~~the myCompany ~~subscription~~may ~~rights~~be ifdiluted Ias ~~live~~a ~~outside~~result of ~~the~~this ~~United~~Rights ~~States?~~Offering or due to other transactions.

WeShareholders ~~will~~who do not ~~mail~~fully ~~this~~exercise ~~prospectus~~their Subscription orRights ~~the~~should ~~subscription~~expect ~~rights~~that ~~certificates~~they towill, ~~shareholders~~at ~~whose~~the ~~addresses~~completion ~~are~~of ~~outside~~this ~~the~~offering, ~~United~~own ~~States~~a orsmaller ~~who~~proportional ~~have~~interest anin ~~army~~the ~~post~~Company ~~office~~than orwould ~~foreign~~otherwise ~~post~~be ~~office~~the ~~address,~~case ~~because~~had ~~their~~they ~~exercise~~fully ofexercised ~~rights~~their ~~may~~Basic beSubscription ~~prohibited~~Right byand ~~the~~Over-Subscription ~~laws~~Privilege. ofOn ~~the~~October ~~country~~11, 2022, inwe ~~which~~had ~~they~~3,872,134 ~~live~~common stock outstanding. ~~Instead~~Additionally, ~~the~~as ~~Subscription~~of ~~Agent~~October ~~will~~11, ~~hold~~2022, ~~the~~we ~~subscription~~had ~~rights~~32,833 ~~certificates~~common ~~for~~stock ~~their~~underlying ~~account~~outstanding options and restricted stock units. ToThe conversion or exercise of all or a portion of these options or restricted stock units would result ~~subscription~~in ~~rights,~~additional ~~our~~dilution ~~foreign~~to ~~shareholders~~your ~~must~~ownership ~~notify~~interest. ~~the~~If ~~Subscription~~we ~~Agent~~do onnot increase our revenue or ~~before~~reduce ~~5:00~~our ~~p.m.~~expenses, ~~Eastern~~we ~~Time,~~may onneed ~~[*]~~to raise additional capital, ~~2017~~which ~~and~~may ~~timely~~result ~~follow~~in ~~the~~further ~~procedures~~dilution ~~described~~to inour ~~the~~shareholders. ~~section~~We ~~entitled~~may ~~“The~~also ~~Rights~~consider ~~Offering — Foreign~~other options from time to time in order to improve ~~Shareholders.”~~our capital structure, including pursuing strategic alternatives.

~~What~~As ~~fees~~a result of a potential backstop commitment, if the Rights Offering is completed, the beneficial ownership of a backstop purchaser could increase if other Subscription Rights are not exercised. This concentration of ownership of our common stock could delay or ~~charges~~prevent ~~apply~~mergers, tender offers or other purchases of our common stock that might otherwise give our shareholders the opportunity to merealize ifa Ipremium ~~exercise~~over ~~rights?~~the then-prevailing market price for our common stock. This concentration of ownership may also adversely affect our share price.

WeBecause ~~are~~the ~~not~~Subscription ~~charging~~Price ~~any~~is ~~fee~~substantially higher orthan ~~sales~~the ~~commission~~net totangible ~~issue~~book ~~subscription~~value ~~rights~~per tocommon stock, you ormay tosuffer ~~issue~~substantial ~~shares~~dilution toin ~~you~~the ifnet tangible book value of our common stock you ~~exercise~~purchase ~~your~~in ~~subscription~~the ~~rights~~Rights Offering. ~~However,~~ ifIf you ~~exercise~~purchase ~~your~~shares ~~subscription~~in ~~rights~~the ~~through~~Rights Offering at the ~~record~~Subscription ~~holder~~Price, you may suffer immediate and substantial dilution in the net tangible book value of ~~your~~our ~~shares,~~common ~~you~~stock. ~~are~~See ~~responsible~~“Dilution” beginning on page 23 for ~~paying~~a ~~any~~more ~~fees~~detailed ~~your~~discussion ~~record~~of ~~holder~~the dilution which may ~~charge~~incur ~~you.~~in connection with the Rights Offering.

~~What are the U.S. federal income tax consequences of exercising subscription rights?~~ 15

~~For~~Table ~~U.S. federal income tax purposes, you generally should not recognize income or loss in connection with the receipt or exercise~~ of subscription rights. You are urged to consult your own tax advisor as to your particular tax consequences resulting from the receipt and exercise of subscription rights and the receipt, ownership and disposition of Common Stock. For further information, see the section entitled “Material U.S. Federal Income Tax Consequences.” Contents

~~Are~~Completion weof ~~requiring~~the Rights Offering is not subject to us raising a minimum ~~subscription~~offering amount and we will still need additional funding to ~~complete~~carry ~~the~~out ~~rights~~our ~~offering?~~proposed operating activities after the Rights Offering.

NoWe are negotiating and expect to enter in backstop purchase agreement or similar agreement with respect to the purchase of any common stock not subscribed for through the basic subscription privilege or the over-subscription privilege with Activist Investing LLC, a significant shareholder. However, there can be no certainty that any or all of the common stock will be purchased pursuant to the Rights Offering or under the backstop agreement and there is no minimum purchase requirement as a condition to accepting subscriptions. Accordingly, completion of the Rights Offering is not subject to us raising a minimum offering amount and, therefore, the net proceeds from the Rights Offering may be insufficient to meet our objectives, thereby increasing the risk to investors in this offering, including investing in a company that likely will continue to require capital.

12Because the exercise of your Subscription Rights is not revocable, you could be committed to buying our common stock above the prevailing market price.

~~Table~~Once you exercise your Subscription Rights, you may not revoke such exercise even if you later learn information that you consider to be unfavorable to the exercise of ~~Contents~~your Subscription Rights. The market price of our common stock may decline prior to the expiration of the Rights Offering or a Subscribing Rights holder may not be able to sell our common stock purchased in this offering at a price equal to or greater than the Subscription Price. Until our common stock are delivered upon expiration of the Rights Offering, you will not be able to sell or transfer the common stock that you purchase in the Rights Offering. Any such delivery will occur as soon as practicable after the Rights Offering has expired, payment for the common stock has cleared, and all prorating calculations and reductions contemplated by the terms of the Rights Offering have been effected.

~~Are~~If ~~there~~we terminate this Rights Offering for any ~~conditions~~reason, we will have no obligation other than to ~~completing~~return ~~the~~subscription ~~rights~~payments ~~offering?~~as soon as practicable.

NoWe may decide, in our sole discretion and for any reason, to cancel or terminate, in whole or in part, the Rights Offering at any time prior to the Expiration Date. If this Rights Offering is cancelled or terminated, in whole or in part, we will have no obligation with respect to Subscription Rights that have been exercised except to return as soon as practicable, without interest, the subscription payments deposited with the Subscription Agent. If we terminate this Rights Offering and you have not exercised any Subscription Rights, such Subscription Rights will expire.

~~Have our directors, officers, or other shareholders indicated that they will participate in the rights offering?~~ 16

~~All~~Table ~~holders~~ of our Common Stock as of the record date for the rights offering will receive, at no charge, nontransferable subscription rights to purchase additional shares of Common Stock as described in this prospectus. To the extent that our directors and officers held shares of our Common Stock as of the record date, they will receive the subscription rights and, while they are under no obligation to do so, will be entitled to participate in the rights offering. Our directors and officers have not indicated to us whether they will exercise subscription rights in the rights offering. Contents

~~Representatives~~The ofprice ~~the Teton Westwood Mighty Mites Fund, a current shareholder~~ of ~~the~~our ~~Company,~~common ~~have~~stock ~~informed~~may usbe ~~that the Fund intends to exercise its basic subscription rights in full and its over-subscription rights up to the remaining full amount of the offering~~volatile. ~~No other shareholders have indicated to us whether they will exercise subscription rights in the rights offering.~~

The ~~Company~~trading ~~intends~~price toof ~~register~~our oncommon ~~SEC~~stock ~~Form~~may ~~S-3~~fluctuate significantly. ~~the~~The ~~shares~~price of ~~Common~~our ~~Stock~~common ~~purchased~~stock bythat ~~the~~will ~~Fund~~prevail in the ~~rights~~market ~~offering for~~after ~~public~~this ~~resale~~Rights ~~beginning~~Offering ~~six~~may ~~months~~be ~~from~~higher or lower than the Subscription ~~closing~~Price depending on many factors, some of ~~the~~which ~~rights~~are ~~offering~~beyond our control and may not be directly related to our operating performance. These factors include, but are not limited to, the following:

~~Has~~· ~~the~~The ~~Board~~terms ~~made~~of aany ~~recommendation~~potential future transaction(s) related to ~~our~~debt ~~shareholders~~financing, ~~regarding~~debt ~~the rights~~restructuring ~~offering?~~or capital raising;

~~No.~~· ~~The~~Developments ~~Board~~in ~~does~~our ~~not~~relationships ~~make~~with ~~any~~employees, ~~recommendation~~suppliers, todistributors, ~~shareholders~~sales ~~regarding~~representatives ~~the~~and ~~exercise of rights under the rights offering. You should make an independent investment decision about whether or not to exercise your rights.~~ customers;

~~How~~· ~~many~~Acquisitions ~~shares~~or ~~of our Common Stock will be outstanding after the rights offering?~~ divestitures;

We· ~~expect~~Litigation ~~that, as of the record date, we will have approximately [2,995,910] shares of our Common Stock issued~~ and ~~outstanding, and~~government the numbers set forth in this paragraph are based on that expectation. If the rights offering is fully subscribed, meaning that we issue the maximum possible number of shares of Common Stock upon exercise of rights, we will issue an aggregate of [*] shares of Common Stock in connection with the rights offering in exchange for an exercise price of $[*] per whole share, or aggregate gross proceeds of $[*]. proceedings;

~~Can~~· weAdverse ~~extend~~legislation, ~~cancel~~including orchanges ~~amend~~in ~~the~~governmental ~~rights offering?~~ regulation;

~~Yes. Although~~· weAdditions door ~~not~~departures presently intend to do so, we reserve the option to extend the rights offering and the offering period for exercising your subscription rights, in our sole discretion, for a period not to exceed [30] days. If we elect to extend the expiration of ~~the~~key rights offering, we will issue a press release announcing such extension no later than 9:00 a.m., Eastern Time, on the next business day after the most recently announced expiration of the rights offering. We will extend the duration of the rights offering as required by applicable law or regulation and may choose to extend the offering if we decide to give investors more time to exercise their subscription rights in the rights offering. personnel;

~~The~~· ~~Board~~Sales ~~may cancel the rights offering at any time before the expiration~~ of ~~the~~our ~~rights~~equity ~~offering~~securities ~~for~~by ~~any~~our ~~reason.~~significant ~~In the event that the rights offering is cancelled, we will issue a press release notifying~~ shareholders ~~of the cancellation and all subscription payments received by the Subscription Agent will be returned, without interest~~ or ~~penalty,~~management ~~as soon as practicable. If you own shares in through a broker, dealer, bank~~ or ~~other~~sales ~~nominee,~~of itadditional ~~may~~equity ~~take~~securities ~~longer~~by ~~for~~our ~~you to receive your subscription payment because the Subscription Agent will return payments through the record holder of your shares.~~ company;

13· Changes in securities analysts’ recommendations;

~~Table~~· ofShort ~~Contents~~selling;

~~Although~~· weEconomic doand ~~not~~other ~~presently~~external ~~intend~~factors; to do so, we may amend or modify the terms of the rights offering for any reason, including, without limitation, in order to increase participation in the rights offering, in our sole discretion. Such amendments or modifications may include a change in the subscription price, although no such change is presently contemplated. and

If· weGeneral ~~should~~market make any fundamental changes to the terms set forth in this prospectus, we will file a post-effective amendment to the registration statement in which this prospectus is included, offer potential purchasers who have subscribed for rights the opportunity to cancel their subscriptions, issue a refund of any money advanced by such shareholder and recirculate an updated prospectus after the post-effective amendment is declared effective by the SECconditions. In addition, upon such event, we may extend the expiration date of the rights offering to allow holders of rights ample time to make new investment decisions and for us to recirculate updated documentation. Promptly following any such occurrence, we will issue a press release announcing any changes and the new expiration date.

~~Whom~~Additionally, ~~should~~the Istock ~~contact~~market ifhistorically has Iexperienced ~~have~~significant ~~other~~price ~~questions?~~and volume fluctuations. These fluctuations are often unrelated to the operating performance of particular companies. These broad market fluctuations, such as those caused by the COVID-19 pandemic, may cause declines in the trading price and market value of our common stock.

IfThe ~~you have~~Subscription ~~other~~Price ~~questions~~determined orfor ~~need~~this ~~assistance,~~Rights ~~please~~Offering may ~~contact~~not ~~the~~be ~~Information~~an ~~Agent,~~indication ~~Broadridge~~of ~~Corporate~~the ~~Issuer~~fair ~~Solutions,~~value ~~Inc.:~~of our common stock.

ByIn ~~Mail:~~determining the Subscription Price, our Board considered a number of factors, including, but not limited to, our need for additional capital and liquidity and the cost of capital from other sources. The Subscription Price does not necessarily bear any relationship to the book value of our assets, results of operations, cash flows, losses, financial condition or any other established criteria for value. You should not consider the Subscription Price as an indication of the fair value of our common stock. After the date of this prospectus, our common stock may trade at prices above or below the Subscription Price.

~~Broadridge~~You ~~Corporate~~will ~~Issuer~~not ~~Solutions,~~have ~~Inc.~~any rights in the common stock that you purchase until you actually receive such common stock.

~~Attn: BCIS Re-Organization Dept.~~ 17

~~P.O.~~Table ~~Box~~of ~~1317~~ Contents

~~Brentwood~~You will not have any rights in the shares that you purchase in the Rights Offering until such common stock are actually issued and received by you. We intend to issue the shares as soon as reasonably practicable after the expiration of the Rights Offering. However, NYthere may be a delay between the Expiration Date ~~11717-0693~~of the Rights Offering and the date the common stock are actually issued and delivered to you. You may not be able to resell the shares that you purchase in the Rights Offering until you, or your broker, custodian bank or other nominee, if applicable, have actually received those shares.

ByIf ~~Hand~~you ~~Delivery~~do ornot ~~Overnight~~act ~~Courier~~on ~~Excluding~~a ~~U.S.~~timely ~~Postal~~basis ~~Service:~~and follow the subscription instructions, your exercise of Subscription Rights may be rejected.

~~Broadridge~~Holders ~~Corporate~~of ~~Issuer~~Subscription ~~Solutions~~Rights who desire to purchase our common stock in this Rights Offering must act on a timely basis to ensure that all required forms and payments are actually received by the Subscription Agent prior to 5:00 PM Eastern Time, ~~Inc~~on the Expiration Date, unless extended. If you are a beneficial owner of our common stock and you wish to exercise your Subscription Rights, you must act promptly to ensure that your broker, dealer, custodian bank, trustee or other nominee acts for you and that all required forms and payments are actually received by your broker, dealer, custodian bank, trustee or other nominee in sufficient time to deliver such forms and payments to the Subscription Agent to exercise the Subscription Rights granted in this Rights Offering that you beneficially own prior to 5:00 PM Eastern Time, on the Expiration Date, as may be extended. We will not be responsible if your broker, dealer, custodian bank, trustee or other nominee fails to ensure that all required forms and payments are actually received by the Subscription Agent prior to 5:00 PM Eastern Time, on the Expiration Date.

~~Attn:~~If ~~BCIS~~you ~~IWS~~fail to complete and sign the required subscription forms, send an incorrect payment amount, or otherwise fail to follow the subscription procedures that apply to the exercise of your Subscription Rights in this Rights Offering, the Subscription Agent may, depending on the circumstances, reject your subscription or accept it only to the extent of the payment received. Neither we nor the Subscription Agent undertakes to contact you concerning an incomplete or incorrect subscription form or payment, nor are we under any obligation to correct such forms or payment. We have the sole discretion to determine whether a subscription exercise properly follows the subscription procedures.

51You ~~Mercedes~~may ~~Way~~not receive all of the shares for which you over-subscribe.

~~Edgewood~~Holders who fully exercise their Basic Subscription Rights will be entitled to subscribe for an additional number of shares pursuant to the Over-Subscription Privilege. Over-Subscription Privileges will be allocated pro rata among Subscription Rights holders who over-subscribed, NYas ~~11717~~described elsewhere in this prospectus. We cannot guarantee that you will receive any or the entire number of shares for which you over-subscribed. If the prorated number of shares allocated to you in connection with your Over-Subscription Privilege is less than your over-subscription request, then the excess funds held by the Subscription Agent on your behalf will be returned to you, without interest, as soon as practicable after the Rights Offering has expired and all prorating calculations and reductions contemplated by the terms of the Rights Offering have been effected, and we will have no further obligations to you.

~~Phone:~~The ~~800-733-1121~~receipt of rights may be treated as a taxable distribution to you.

14We believe that the distribution of subscription rights in the rights offering likely will be non-taxable under U.S. federal income tax laws. However, this position is not binding on the Internal Revenue Service or the courts, and if the rights offering were deemed to be part of a “disproportionate distribution” under U.S. income tax laws, a U.S. holder’s receipt of subscription rights in the rights offering could be taxable. Each U.S. holder of common stock is urged to consult his, her or its own tax advisor with respect to the particular tax consequences of the rights offering to him, her or it. Please see the discussion under “Material U.S. Federal Income Tax Considerations” starting on page 34 below.

~~Table of Contents~~18

~~RISK~~Table ~~FACTORS~~of Contents

Investing in shares of our Common Stock involves a high degree of risk. Before making an investment decision, you should carefully consider the risks described under “Risk Factors” in our most recent Annual Report on Form 10-K, or any updates in our Quarterly Reports on Form 10-Q, together with all of the other information appearing in or incorporated by reference into this prospectus, before deciding whether to purchase any of the Common Stock being offered. The ~~risks~~Subscription ~~described~~Rights ~~in these documents~~ are not ~~the only ones we face~~transferable, but those that we consider to be material. There may be other unknown or unpredictable economic, business, competitive, regulatory or other factors that could have material adverse effects on our future results. Past financial performance may not be a reliable indicator of future performance, and historical trends should not be used to anticipate results or trends in future periods. Our business, financial condition or results of operations could be materially adversely affected by any of these risks. Thethere ~~trading~~is ~~price~~no ofmarket ~~shares~~for ~~of our Common Stock could decline due to any of these risks, and you may lose all or part of your investment. Please also read carefully~~ the ~~section~~Subscription ~~entitled “Disclosure Regarding Forward-Looking Statements~~Rights.”

~~Risks~~You ~~Relating~~may not sell, transfer, assign or give away your Subscription Rights. Because the Subscription Rights are non-transferable, there is no market or other means for you to directly realize any value associated with the Subscription Rights. ~~Offering~~You must exercise the Subscription Rights to realize any potential value from your Subscription Rights.

~~You~~Our management will retain broad discretion over the ~~must~~use ~~act~~of ~~promptly~~any net proceeds from the Rights Offering and ~~follow~~utilization ~~instructions~~of ~~carefully~~the ifproceeds ~~you~~may ~~want~~not toincrease ~~exercise~~the ~~your~~value ~~rights.~~of the Company.

~~Eligible~~While ~~participants~~we ~~and,~~currently ifintend ~~applicable, brokers, dealers, banks or other nominees acting on their behalf, who desire~~ to ~~purchase~~use ~~shares~~any ofnet ~~Common~~proceeds from ~~Stock in~~ the ~~rights~~Rights ~~offering~~Offering ~~must~~primarily ~~act promptly~~ to ~~ensure~~support ~~that~~our ~~all~~working ~~required~~capital ~~certificates~~needs and ~~payments~~fund ~~are~~our ~~actually~~operations ~~received~~and ~~by the Subscription Agent prior~~ to ~~the~~a ~~expiration~~lesser ofdegree ~~the~~for ~~rights~~product ~~offering on [*]~~development activities, ~~2017,~~our atmanagement ~~5:00 p.m.,~~will ~~Eastern~~have ~~Time.~~broad ~~The~~discretion ~~time period~~ to ~~exercise~~allocate ~~rights~~the isproceeds ~~limited.~~from Ifthe ~~you~~Rights orOffering ~~your~~as ~~broker~~circumstances ~~fail~~warrant. toIn ~~complete and sign the required subscription rights certificate~~addition, ~~send an~~ ~~incorrect~~there ~~payment~~is ~~amount~~no orassurance ~~otherwise fail to follow the procedures~~ that ~~apply~~utilization ~~to the exercise~~ of ~~your rights, we may, depending on~~ the ~~circumstances,~~proceeds ~~reject~~will ~~your~~increase ~~exercise of rights or accept your exercise only to~~ the ~~extent~~value of the ~~payment~~Company ~~received. Neither we nor the Subscription Agent undertakes to contact you concerning,~~ and/or ~~attempt to correct, an incomplete or incorrect rights certificate or payment or contact you concerning whether a broker, dealer bank or other nominee holds rights on~~ your ~~behalf.~~ ~~We have the sole discretion to determine whether an exercise properly follows the procedures that apply to the exercise of your rights~~investment.

We may terminate the rights offering at any time prior to the expiration of the offer period, and neither we nor the Subscription Agent will have any obligation to you except to return your exercise payments. 19

WeTable ~~may, in our sole discretion, decide not to continue with the rights offering or terminate the rights offering prior to the expiration~~ of the offer period. If we withdraw or terminate this offering, neither we nor the Subscription Agent will have any obligation with respect to rights that have been exercised except to return as soon as practicable any subscription payments, without interest or penalty, the Subscription Agent received from you. Contents

~~You~~CAUTIONARY ~~will~~NOTE ~~not~~REGARDING FORWARD-LOOKING ~~receive interest on any subscription payments returned to you.~~ STATEMENTS

IfSome weof ~~cancel~~ the ~~rights~~statements ~~offering~~made under “Prospectus Summary,” ~~neither~~“Risk weFactors,” ~~nor~~“Use of Proceeds,” and elsewhere in this prospectus and the documents ~~Subscription~~incorporated ~~Agent~~by ~~will~~reference ~~have~~herein, ~~any~~including ~~obligation~~in ~~with~~our ~~respect~~Annual toReport on Form 10-K for the ~~subscription~~fiscal ~~rights~~year ~~except~~ended toMay ~~return~~31, 2022 and other ~~without~~documents ~~interest~~incorporated orby ~~deduction~~reference into this prospectus, ~~any~~constitute ~~subscription~~forward-looking ~~payments~~statements. toIn some cases, you. can identify forward-looking statements by terminology such as “may,” “will,” “should,” “expects,” “plans,” “anticipates,” “believes,” “estimates,” “predicts,” “potential” “intends” or “continue,” or the negative of these terms or other comparable terminology.

~~You~~These forward-looking statements may include, but are not ~~receive~~limited ~~all~~to, statements relating to our objectives, plans and strategies, statements that contain projections of results of operations or of financial condition, expected capital needs and expenses, statements relating to the ~~shares~~research, ~~for~~development, ~~which~~completion and ~~you~~use ~~oversubscribe.~~of our products, and all statements (other than statements of historical facts) that address activities, events or developments that we intend, expect, project, believe or anticipate will or may occur in the future.

~~Holders~~Forward-looking ~~who~~statements ~~fully~~are ~~exercise~~not ~~their~~guarantees of ~~basic~~future ~~subscription~~performance ~~rights~~and ~~(other~~are ~~than~~subject ~~those~~to ~~subscription~~risks ~~rights~~and touncertainties. ~~acquire~~We ~~less~~have ~~than~~based ~~one~~these ~~whole~~forward-looking ~~share~~statements ofon ~~Common~~assumptions ~~Stock,~~and ~~which~~assessments ~~cannot~~made beby ~~exercised)~~our ~~will~~management bein ~~entitled~~light toof ~~subscribe~~their ~~for~~experience anand ~~additional~~their ~~number~~perception of ~~shares~~historical oftrends, ~~Common~~current ~~Stock~~conditions, byexpected ~~exercising~~future ~~an over-subscription right. Over-subscription rights will generally be allocated pro rata among rights holders who oversubscribe,~~developments ~~based~~and onother ~~the~~factors ~~number~~they ofbelieve ~~basic subscription shares~~ to ~~which~~be ~~they have subscribed, although the allocation of over-subscription rights among~~ appropriate.

15Important factors that could cause actual results, developments and business decisions to differ materially from those anticipated in these forward-looking statements include, among others, those factors referred to in our Annual Report on Form 10-K for the fiscal year ended May 31, 2022, which is incorporated by reference herein.

~~Table~~These statements are only current predictions and are subject to known and unknown risks, uncertainties, and other factors that may cause our or our industry’s actual results, levels of ~~Contents~~activity, performance or achievements to be materially different from those anticipated by the forward-looking statements. We discuss many of these risks in this prospectus in greater detail under the heading “Risk Factors” and other risk factors contained in the documents incorporated by reference herein. You should not rely upon forward-looking statements as predictions of future events.

~~investors~~Although ~~who~~we ~~may~~believe ~~become 5% holders, who are 5% holders~~ that ~~have not properly filed any required forms with~~ the ~~SEC,~~expectations ~~or who would own~~ reflected in ~~excess of 50% of~~ the ~~Company’s~~forward-looking ~~shares may~~statements beare ~~reduced.~~reasonable, Wewe cannot guarantee ~~that~~future ~~you~~results, ~~will~~levels ~~receive any or the entire number~~ of ~~shares~~activity, ~~for~~performance, ~~which~~or ~~you oversubscribed~~achievements. ~~If the prorated number of shares allocated to you in connection with your over-subscription right is less than your request,~~ ~~then~~Except ~~the~~as ~~excess~~required ~~funds held~~ by ~~the~~law, ~~Subscription~~we ~~Agent~~are onunder ~~your~~no ~~behalf~~duty ~~will be returned~~ to ~~you,~~update ~~without~~or ~~interest,~~revise asany ~~soon~~of ~~as practicable after~~ the ~~rights~~forward-looking ~~offering~~statements, ~~has~~whether ~~expired~~as ~~and~~a ~~all~~result ~~prorating calculations and reductions contemplated by the terms~~ of new ~~the~~information, ~~rights~~future ~~offering~~events ~~have~~or ~~been effected~~otherwise, ~~and~~after wethe ~~will~~date ~~have~~of nothis ~~further obligation to you~~prospectus.

~~We may amend or modify the terms of the rights offering at any time before the expiration of the rights offering in our sole discretion.~~ 20

~~The~~Table ~~Board reserves the right to amend the terms~~ of the rights offering in its sole discretion. Although we do not presently intend to do so, we may choose to amend the terms of the rights offering for any reason, including, without limitation, in order to increase participation in the rights offering. Any such amendment that is not fundamental enough for us to have to return your subscription payment may nonetheless may affect your rights, including any anticipated return on your investment, adversely. Contents

~~The~~USE ~~market~~OF ~~price of our Common Stock may be subject to wide fluctuations before or after the subscription rights expire.~~ PROCEEDS

~~The~~Assuming ~~market~~that ~~price~~all of our ~~Common~~common ~~Stock~~stock ~~could~~are besold in ~~subject~~the toRights ~~wide~~Offering, ~~fluctuations~~including inthe ~~response~~full toexercise ~~numerous~~of ~~factors~~all Over-Subscription Privileges, ~~some~~we ofestimate ~~which~~that ~~are~~the ~~beyond~~net ~~our~~proceeds ~~control.~~from ~~These~~the Rights ~~factors~~Offering ~~include,~~will ~~among~~be ~~other~~approximately ~~things~~$[●] million, ~~macroeconomic~~based ~~conditions,~~on ~~industry~~the ~~trends~~Subscription ~~and~~Price ~~customer~~of ~~demands,~~$[●] ~~and~~per ~~competition.~~share after deducting estimated expenses payable by us or $[●] if all of the shares are sold at the additional discount for purchasing $[●] of common stock.

We ~~cannot~~intend ~~assure you that the market price of our Common Stock will not fluctuate after you elect~~ to ~~exercise~~use ~~your~~any ~~subscription~~net ~~rights.~~proceeds Iffrom ~~that~~the ~~occurs,~~Rights Offering ~~you~~primarily ~~may have committed~~ to ~~buy~~support ~~shares of~~ our ~~Common~~working ~~Stock~~capital inneeds ~~the~~and ~~rights~~fund ~~offering~~our atoperations ~~a price greater than the prevailing market price,~~ and ~~could have an immediate unrealized loss. Moreover, we cannot assure you that following the exercise of your subscription rights you will be able~~ to ~~sell your Common Stock at~~ a ~~price~~lesser ~~equal~~degree tofor orproduct ~~greater~~development ~~than the subscription price~~activities. ~~Until shares are delivered upon expiration of the rights offering, you will not be able to sell the shares of our Common Stock that you purchase in the rights offering.~~

~~The~~Our ~~rights~~management ~~offering~~will ~~may~~have ~~cause~~broad discretion in the ~~price~~application of the net proceeds from the Rights Offering, and investors will be relying on the judgment of our ~~Common~~management ~~Stock~~with regard to ~~decrease.~~the use of these net proceeds.

The number of shares of Common Stock we could issue if the rights offering is completed may result in an immediate decrease in the trading price of our Common Stock. This decrease may continue after the completion of the rights offering. If that occurs, your purchase of shares of our Common Stock in the rights offering may be at a price greater than the prevailing trading price of our Common Stock in the aftermath of the completion of the rights offering. Further, if a substantial number of subscription rights are exercised, and the holders of the shares received upon exercise of those subscription rights choose to sell some or all of those shares, the resulting sales could depress the market price of our Common Stock. 21

~~The~~Table ~~subscription price for the rights offering is not an indication~~ of ~~the value of our Common Stock.~~ Contents

The subscription price is not necessarily related to our book value, net worth or any other established criteria of value and may or may not be considered the fair value of our Common Stock to be offered in the rights offering. We cannot give any assurance that our Common Stock will trade at or above the subscription price in any given time period. After the date of this prospectus, our Common Stock may trade at prices above or below the subscription price. CAPITALIZATION

16The following table sets forth our capitalization as of May 31, 2022 (i) on an actual basis and (ii) on an as adjusted basis to give effect to the issuance of [●] common stock in the Rights Offering, assuming the exercise of all of the subscription rights at a subscription price of $[●] per common stock with aggregate net proceeds of approximately $[●] million, after deducting our payment of estimated offering expenses.

~~Table~~The information presented in the table below should be read in conjunction with “Management’s Discussion and Analysis of ~~Contents~~Financial Condition and Results of Operations” and the historical consolidated financial statements and notes thereto included in our Annual Report on Form 10-K for the fiscal year ended May 31, 2022, which is incorporated into this prospectus by reference.

If the rights offering is consummated, your relative ownership interest may experience significant dilution.

	As of May 31, 2022
	Actual			As Adjusted
	(U.S. dollars in thousands) Unaudited

Cash and cash equivalents		1,050,910			[●]
Total current assets		4,005,844			[●]
Debt		3,000,000			[●]

Shareholders’ Equity		605,205			[●]
Share Capital		12,342,757			[●]

Common stock no par value;					[●]
Authorized: 20,000,000 shares; Issued and outstanding: 4,243,775; Issued and outstanding, as adjusted: [●].		0			[●]
Additional paid-in capital		13,927,954			[●]
Treasury shares as cost: 418,051 shares as of May 31, 2022		(1,585,197	)		[●]
Accumulated other comprehensive income (loss)		0			[●]
Accumulated Deficit		(11,737,552	)		[●]
Total shareholders’ equity		605,205			[●]

ToUnless ~~the~~we ~~extent~~indicate ~~that~~otherwise, ~~you~~all doinformation in ~~not~~this ~~exercise~~prospectus ~~your~~supplement ~~subscription~~is ~~rights,~~based ~~your~~on ~~proportionate voting interest will be reduced~~3,825,724 ~~and the percentage that your original~~ shares ~~represent~~ of ~~our~~common ~~expanded~~stock ~~equity~~outstanding ~~after~~as ~~exercise~~ of ~~the~~May ~~subscription~~31, ~~rights~~2022, ~~will~~and beexcludes ~~diluted.~~as of that date:

~~Because~~· ~~our~~22,500 ~~management~~shares ~~will have~~of ~~broad~~our ~~discretion~~common ~~over~~stock ~~the~~issuable ~~use~~upon exercise of ~~the~~incentive ~~proceeds~~and ~~from~~nonqualified ~~the~~stock ~~rights offering~~options, ~~you~~and ~~may~~other ~~not~~forms ~~agree~~of stock-based awards, with ~~how~~a weweighted ~~use~~average strike price of $1.70 per share, from the ~~proceeds~~Schmitt Industries, ~~and~~Inc. we2014 ~~may~~Equity ~~not~~Incentive ~~invest~~Plan, or the ~~proceeds~~2014 ~~successfully.~~Equity Incentive Plan; and

We· ~~have complete discretion over the use of the proceeds from the rights offering. In addition~~10,333 ~~market~~shares ~~factors may require us to allocate portions~~ of ~~the proceeds~~common ~~for~~stock ~~purposes~~issuable ~~other~~upon ~~than to raise additional capital for general corporate purposes, to accelerate~~ the ~~timing~~vesting ~~of specific product development or to enhance the Company’s sales~~ and ~~marketing~~settlement ~~initiatives across our three product lines. Accordingly, you will be relying on our management with regard to the use~~ of ~~the~~restricted ~~proceeds~~stock ~~from the rights offering~~units, ~~and~~or ~~you will not have the opportunity~~RSUs, outstanding as ~~part~~ of ~~your~~May ~~investment decision~~31, ~~to assess whether the proceeds are being used appropriately~~2022. ~~It is possible that the proceeds will be invested in a way that does not yield a favorable, or any, return for the Company.~~

~~You may not revoke your subscription exercise, even if we extend the expiration of the rights offering, and you could be committed to buying shares above the prevailing market price.~~ 22

~~Once~~Table ~~you exercise your subscription rights, you may not revoke the exercise~~ of such rights. If we decide to exercise our option to extend the expiration of the rights offering, you still may not revoke the exercise of your subscription rights. The public trading market price of our Common Stock may decline before the subscription rights expire. If you exercise your subscription rights and, afterwards, the public trading market price of our Common Stock decreases below the subscription price, you will have committed to buying shares of our Common Stock at a price above the prevailing market price. Our Common Stock is traded on the Nasdaq Capital Market under the symbol “SMIT,” and the last reported sales price of our Common Stock onContents [*], 2017 was $[*] per share. Following the exercise of your rights, you may be unable to sell your shares of our Common Stock at a price equal to or greater than the subscription price you paid for such shares, and you may lose all or part of your investment in our Common Stock.

~~If you make payment of the subscription price by uncertified check, your check may not clear in sufficient time to enable you to purchase shares in this rights offering.~~ DILUTION

~~Any~~Purchasers ~~uncertified~~of ~~check~~our ~~used~~common tostock ~~pay~~in ~~for~~the ~~shares~~Rights Offering towill beexperience ~~issued~~an inimmediate ~~this~~dilution ~~rights~~of ~~offering~~the ~~must~~net ~~clear~~tangible ~~prior~~book tovalue ~~the~~per ~~expiration~~common ~~date~~stock. ofOur ~~this~~net ~~rights~~tangible ~~offering,~~book ~~and~~value ~~the~~as of May ~~clearing~~31, ~~process~~2022 ~~may~~was ~~require~~approximately ~~five~~$478,016, or ~~more~~$0.12 ~~business~~per ~~days~~common stock (based upon 3,825,724 of our common stock outstanding as of such date). Net Iftangible ~~you~~book ~~choose~~value per share is equal to ~~exercise~~our ~~your~~total ~~subscription~~net ~~rights~~tangible book value, inwhich ~~whole~~is orour intotal ~~part,~~tangible ~~and~~assets toless ~~pay~~our ~~for~~total ~~shares~~liabilities, divided by ~~uncertified~~the ~~check~~number ~~and~~of ~~your~~our ~~check~~common ~~has~~stock ~~not~~outstanding. ~~cleared~~Dilution ~~prior~~per toshare equals the ~~expiration~~difference ~~date~~between ofthe ~~this~~amount ~~rights offering,~~per ~~you~~share ~~will~~paid ~~not~~by ~~have~~purchasers of ~~satisfied~~common stock in the ~~conditions~~Rights toOffering ~~exercise~~and ~~your~~the ~~subscription~~net ~~rights~~tangible ~~and~~book ~~will~~value ~~not~~per ~~receive~~common ~~the~~stock ~~shares~~immediately ~~you~~after ~~wish~~the toRights ~~purchase~~Offering.

~~The~~Based on an offering of [●] common stock ~~tax~~at ~~treatment~~an offering price of ~~the~~$[●] ~~rights~~per share and after deducting estimated offering isexpenses ~~somewhat~~payable ~~uncertain~~by us of approximately $[●], and itthe ~~may~~application beof ~~treated~~the estimated $[●] million of net proceeds from the Rights Offering, our pro forma net tangible book value as aof ~~taxable~~May ~~event~~31, 2022 would have been approximately $[●] million, or $[●] per share. This represents an immediate increase in pro forma net tangible book value to ~~our~~existing shareholders. of $[●] per common stock and an immediate dilution to purchasers in the Rights Offering of $[●] per common stock.

IfThe ~~the~~following ~~rights~~table ~~offering is~~illustrates ~~deemed~~this toper be part of a “disproportionate distribution” under Code Section 305, our shareholders may recognize taxable income for U.S. federal income tax purposes in connection with the receipt of subscription rights in theshare ~~rights~~dilution ~~offering~~assuming ~~depending on our current and accumulated earnings and profits and your tax basis in our Common Stock. A “disproportionate distribution” is~~ a ~~distribution~~fully orsubscribed aRights ~~series~~Offering of ~~distributions,~~[●] ~~including~~common ~~deemed distributions, that has the effect of the receipt of cash or other property by some shareholders or holders of debt instruments convertible into~~ stock ~~and~~at ~~an increase in~~ the ~~proportionate~~subscription ~~interest~~price of ~~other~~$[●] ~~shareholders~~per in a company’s assets or earnings and profits. The disproportionate distribution rules are complicated, however, and their application is uncertain. See the section entitled “Material U.S. Federal Income Tax Consequences” for further information on the treatment of the rights offering. share:

	Actual	As Adjusted
Subscription price	$[●]	$[●]
Net tangible book value per common stock prior to the Rights Offering	$0.12	$[●]
Increase in net tangible book value per common stock attributed to the Rights Offering	$[●]	$[●]
Pro forma net tangible book value per share after the Rights Offering	$[●]	$[●]
Dilution per share to purchasers

~~Table~~Unless we indicate otherwise, all information in this prospectus supplement is based on 3,825,724 shares of ~~Contents~~common stock outstanding as of May 31, 2022, and excludes as of that date:

~~The~~· ~~rights~~22,500 ~~offering~~shares ~~could~~of ~~impair~~our orcommon ~~limit~~stock ~~our~~issuable ~~net~~upon ~~operating~~exercise ~~loss~~of ~~carryforwards~~incentive and nonqualified stock options, and other forms of stock-based awards, with a weighted average strike price of $1.70 per share, from the 2014 Equity Incentive Plan; and

As· ~~of May 31~~10,333 ~~2017,~~shares ~~we had NOLs~~ of ~~approximately~~common ~~$4.0 million~~stock ~~for~~issuable ~~U.S. federal~~upon ~~income tax purposes. Under~~ the ~~Internal~~vesting ~~Revenue Code of 1986, as amended, referred to as the Code, an “ownership change” with respect to a corporation could limit the amount of pre-ownership change NOLs~~ and ~~certain~~settlement ~~other tax assets that the corporation may utilize after the ownership change to offset future taxable income, possibly reducing the amount~~ of ~~cash~~RSUs ~~available~~outstanding toas ~~the corporation to satisfy its obligations. An ownership change generally should occur if the aggregate stock ownership~~ of ~~beneficial~~May owners of at least 5% of our stock increases by more than 50 percentage points over the preceding three-year period. Because not all shareholders may exercise their basic subscription rights in full31, ~~the purchase of shares of our Common Stock could result in a shift in this beneficial ownership that could trigger an ownership change with respect to our stock~~2022. ~~See the section entitled “Material U.S. Federal Income Tax Consequences” for further information.~~

~~You may be required to allocate a portion of your tax basis in our Common Stock to the subscription rights received in the rights offering.~~ 23

~~You~~Table ~~will be required to allocate a portion~~ of your tax basis in your Common Stock to the subscription rights we distribute to you in the offering (which will carry over and become part of the tax basis in any of our Common Stock acquired upon exercise of the rights) if you determine the value of the stock rights equals or exceedsContents 15% of the fair market value of our Common Stock on the date we distribute the rights to you, or if you so elect to allocate a portion of your tax basis to the subscription rights. We are not required to, nor do we intend to, provide you with an appraisal setting forth the estimated fair market value of the subscription rights. See the section entitled “Material U.S. Federal Income Tax Consequences” for further information on the treatment of the rights offering.

~~You~~MARKET ~~may~~AND ~~not~~DIVIDEND ~~be able to immediately resell any shares of our Common Stock that you purchase pursuant to the exercise of subscription rights upon~~INFORMATION ~~expiration~~FOR ofOUR ~~the~~COMMON ~~rights offering period.~~ STOCK

IfMarket you exercise subscription rights, you may not be able to resell the Common Stock purchased by exercising your subscription rights until you, or your broker, custodian bank or other nominee, if applicable, have received those shares. Moreover, you will have no rights as a shareholder in the shares you purchased in the rights offering until the shares are issued to you. Although we will endeavor to issue the shares as soon as practicable after completion of the rights offering and after all necessary calculations have been completed, there may be a delay between the expiration date of the rights offering and the time that the shares are issued. Information

~~The~~Our ~~receipt~~common ofstock ~~subscription~~are ~~rights~~traded ~~may~~on bethe ~~treated~~Nasdaq asunder the asymbol ~~taxable distribution to you~~“SMIT. ”

ItHolders ~~is the opinion~~ of tax counsel that the distribution of subscription rights to a holder of shares of our common stock or of rights to acquire shares of our common stock should be treated, for U.S. federal income tax purposes, as a non-taxable distribution under Section 305(a) of the Code and the Treasury Regulations promulgated thereunder. Please see the discussion in “Material U.S. Federal Income Tax Consequences.” This position is not binding on the Internal Revenue Service (the “IRS”), or the courts, however. If, contrary to tax counsel’s conclusion that the distribution of subscription rights to a shareholder should constitute a non-taxable event, the receipt by a shareholder of subscription rights hereunder is deemed part of a “disproportionate distribution” under Section 305(b)(2) of the Code (or part of a distribution in lieu of money under Section 350(b)(1) of the Code), then such receipt of subscription rights in this offering would be treated as a taxable distribution to such shareholder in an amount equal to the fair market value of the subscription rights received. Any such distribution would be treated as dividend income to the extent of our current and accumulated earnings and profits, if any, with any excess being treated as a return of capital to the extent thereof and then as capital gain. Each holder of shares of common stock is urged to consult his, her or its own tax advisor with respect to the particular tax consequences of this rights offering. Record

18As of October 11, 2022, there were 3,872,134 shares of common stock outstanding held by 70 holders of record. The actual number of shareholders is greater than this number of record holders and includes shareholders who are beneficial owners, but whose shares are held in street name by brokers and other nominees. This number of holders of record also does not include shareholders whose common stock may be held in trust or by other entities.

~~Table of Contents~~Dividends

~~USE~~The OFCompany ~~PROCEEDS~~has not paid any dividends on its common stock since 1994. The Company does not currently expect to pay any cash dividends on the Company’s common stock for the foreseeable future. We currently intend to retain all available funds and any future earnings to fund operations and growth plans of the Company’s business. Any future determination to pay cash dividends will be at the discretion of our Board and will depend upon our results of operations, financial condition, capital requirements, general business conditions, and other factors that the Board deems relevant. The Company’s ability to pay dividends may also be restricted by the terms of any future credit agreement or any future debt or preferred equity securities of ours or of our subsidiaries.

The gross proceeds that we receive from the rights offering will depend upon the number of rights exercised. If all of the subscription rights offered are exercised (meaning we issue the maximum possible number of shares of Common Stock upon exercise of the subscription rights), we will receive gross cash proceeds of approximately $[*]. 24

WeTable ~~intend to use the net proceeds from the rights offering as additional capital for general corporate purposes, to accelerate the timing~~ of ~~specific product development and to enhance the Company’s sales and marketing initiatives across our three product lines.~~ Contents

19THE RIGHTS OFFERING

~~Table~~The ofSubscription ~~Contents~~Rights

~~CAPITALIZATION~~We are distributing to the record holders, at no charge, non-transferable Subscription Rights to purchase up to an aggregate of approximately [●] common stock. Each whole Basic Subscription Right will entitle you to purchase one common stock from the date of issuance through its expiration at 5:00 PM Eastern Time, on [●], 2022, unless extended. Each record holder will receive Subscription Rights for each whole common stock of the Company owned by such record holder as of the Record Date. Therefore, shareholders holding at least one common stock of the Company as of the Record Date will be eligible to participate in the Rights Offering. Each Subscription Right entitles the record holder to a Basic Subscription Right and an Over-Subscription Privilege.

~~Set~~Basic ~~forth~~Subscription ~~below is our cash and liquid assets and capitalization as of August 31, 2017:~~ Rights

•Each onwhole anBasic ~~actual~~Subscription ~~basis;~~Right will entitle you to purchase one common stock of the Company. For example, if you owned 1,000 common stock as of the Record Date, you will receive Subscription Rights and will have the right to purchase common stock of the Company for a total purchase price of $[●]. You may exercise all or a portion of your Basic Subscription Rights, or you may choose not to exercise any Basic Subscription Rights at all. If you do not exercise your Basic Subscription Rights in full, you will not be entitled to exercise your Over-Subscription Privilege.

•Over-Subscription on an as adjusted basis, reflecting the issuance of shares of Common Stock offered by this prospectus, at $[*] per share, assuming net proceeds of approximately $[*] , after offering expenses payable by us.Privilege

~~The~~If ~~information~~you ~~below~~exercise ~~should~~your beBasic ~~read~~Subscription Rights in ~~conjunction~~full, ~~with~~you ~~our~~may ~~unaudited~~also ~~condensed~~choose ~~consolidated~~to ~~financial~~exercise ~~statements~~your ~~for~~Over-Subscription ~~the~~Privilege. ~~three~~Subject ~~months ended~~to ~~August 31~~proration, ~~2017~~if ~~and~~applicable, ~~our~~we ~~audited~~will ~~consolidated~~seek ~~financial~~to ~~statements~~honor the ~~for~~Over-Subscription ~~the~~Privilege ~~year~~requests ~~ended~~in ~~May 31,~~full. ~~2017,~~If ~~all~~Over-Subscription Privilege requests exceed the number of ~~which~~shares ~~are~~available, ~~incorporated~~however, we bywill ~~reference~~allocate inthe ~~this~~available ~~prospectus.~~shares ~~Our~~pro-rata ~~financial~~among ~~statements~~the ~~should~~record ~~also~~holders beexercising ~~read~~the Over-Subscription Privilege in ~~conjunction~~proportion ~~with~~to the ~~“Management’s~~number ~~Discussion~~of ~~and~~common ~~Analysis~~stock each of ~~Financial~~those ~~Condition~~record ~~and~~holders ~~Results~~owned ofon ~~Operations~~the Record Date,” ~~which~~relative isto ~~included~~the innumber ~~our~~of ~~Annual~~shares ~~Report~~owned on ~~Form~~the 10Record Date by all record holders exercising the Over-KSubscription Privilege. If this pro rata allocation results in any record holder receiving a greater number of shares than the number for which the ~~year~~record ~~ended~~holder ~~May 31,~~subscribed ~~2017~~pursuant ~~and~~to ~~our Quarterly~~the ~~Report~~exercise onof ~~Form~~the 10Over-QSubscription Privilege, then such record holder will be allocated only that number of shares for which the ~~quarter~~record ~~ended~~holder ~~August 31~~oversubscribed, ~~2017~~ and ~~incorporated~~the byremaining ~~reference~~shares will inbe ~~this~~allocated ~~prospectus.~~among ~~See~~all other record holders exercising the ~~sections~~Over-Subscription ~~entitled~~Privilege ~~“Incorporation~~on ofthe ~~Certain~~same ~~Information~~pro byrata basis described above. ~~Reference”~~The ~~and~~proration ~~“Where~~process ~~You~~will ~~Can~~be ~~Find~~repeated ~~More~~until ~~Information.”~~all shares have been allocated.

	As of August 31, 2017
	(Unaudited)
	Actual			As Adjusted
Cash and cash equivalents	$	529,363		$
Total cash and liquid assets		529,363
Stockholders’ equity
Common stock, no par value, 20,000,000 shares authorized, 2,995,910 shares issued and outstanding (actual)		10,670,654
Accumulated other comprehensive loss		(442,296	)
Accumulated deficit		(3,378,426	)
Total stockholders’ equity	$	6,849,932
Total capitalization	$	6,849,932		$

The Company and Equity Stock Transfer, the Subscription Agent for the Rights Offering, will determine the over-subscription allocation based on the formula described above.

20To the extent the aggregate subscription payment of the actual number of unsubscribed shares available to you pursuant to the Over-Subscription Privilege is less than the amount you actually paid in connection with the exercise of the Over-Subscription Privilege, you will be allocated only the number of unsubscribed shares available to you, and any excess subscription payments will be returned to you, without interest or penalty, as soon as practicable after expiration of the Rights Offering.

~~Table~~We can provide no assurances that you will actually be entitled to purchase the number of ~~Contents~~shares issuable upon the exercise of your Over-Subscription Privilege in full at the expiration of the Rights Offering. We will not be able to satisfy any requests for shares pursuant to the Over-Subscription Privilege if all of our shareholders exercise their Basic Subscription Rights in full, and we will only honor an Over-Subscription Privilege to the extent sufficient shares are available following the exercise of Basic Subscription Rights.

~~THE RIGHTS OFFERING~~ 25

~~The~~Table ~~Subscription~~of ~~Rights~~ Contents

WeAdditional ~~are~~Shareholder distributing, at no charge, to holders of our outstanding Common Stock, nontransferable subscription rights to purchase in the aggregate up to [*] shares of our Common Stock at a cash subscription price of $[*] per share, for maximum gross proceeds of $[*]. Each eligible holder will receive one subscription right for each share of Common Stock owned at 5:00 p.m., Eastern Time, on [*] , 2017, the record date for the rights offering. Each subscription right will entitle the holder to purchase one-third of a share of our Common Stock at a subscription price of $[*] per whole share of Common Stock, which we refer to as the “basic subscription right.” We will not issue fractional shares in the rights offering. If the number of subscription rights you exercise would otherwise permit you to purchase a fraction of a share, the number of shares you may purchase will be rounded down to the nearest whole share. Discount

In addition to the Basic Subscription ~~Right~~Rights and the Over-Subscription Privilege, shareholders are entitled to receive a 10% discount on the Subscription Price if they purchase at least $[●] of our common stock in the Rights Offering, which effectively reduces such shareholder’s per share price from $[●] to $[●] per share.

~~Your~~Limitation ~~basic~~on ~~subscription right allows you to purchase one-third of a share of our Common Stock per subscription right, upon delivery of~~ the ~~required~~Purchase ~~documents and payment~~ of the subscription price of $[*] per whole share, before the expiration of the rights offering. For example, if you owned 100 shares of our Common Stock as of the record date, you would receive 100 subscription rights and would have the right to purchase 33 shares of Common Stock for $[*] per share with your basic subscription right. Shares

WeYou ~~will~~may ~~not~~only ~~issue~~purchase ~~fractional~~the ~~shares~~number of ~~Common~~whole ~~Stock~~shares purchasable inupon ~~the~~exercise ~~rights~~of ~~offering. If~~ the number of ~~subscription~~ ~~rights~~Basic ~~you~~Subscription ~~exercise~~Rights ~~would~~distributed ~~otherwise~~to ~~permit~~ you toin ~~purchase~~the aRights ~~fraction~~Offering, ofplus athe ~~share~~Over-Subscription Privilege, ~~the~~if ~~number~~any. ofWe ~~shares~~will ~~that~~not ~~you~~issue ~~may~~fractional ~~purchase~~shares. ~~will~~To bethe ~~rounded~~extent ~~down~~that to the ~~nearest~~number ~~whole~~of ~~share.~~common ~~You~~stock ~~may~~issuable upon exercise ~~all~~of orthe aSubscription Rights ~~portion~~that ofare ~~your~~distributed ~~basic~~to ~~subscription rights, or~~ you ~~may~~on ~~choose~~the ~~not~~Record toDate ~~exercise~~is ~~any~~not ~~subscription~~a ~~rights.~~whole Ifnumber, ~~you~~the ~~exercise~~common ~~less~~stock ~~than~~issuable ~~your~~upon ~~full~~exercise ~~basic~~of ~~subscription~~the ~~rights~~Subscription Rights ~~(other~~will ~~than~~be ~~those~~rounded ~~subscription~~down ~~rights~~ to ~~acquire~~the ~~less~~nearest ~~than~~whole ~~one~~ share offor ~~Common~~purposes ~~Stock,~~of ~~which~~determining ~~cannot~~the benumber ~~exercised),~~of ~~you will~~common ~~not~~stock befor ~~entitled~~which toyou ~~purchase~~may ~~shares pursuant to your over-subscription right~~subscribe.

Accordingly, the number of shares that you may purchase in the Rights Offering is limited by the number of common stock of the Company you held on the Record Date and by the extent to which other shareholders exercise their Basic Subscription Rights and Over-Subscription ~~Right~~Privileges, which we cannot determine prior to completion of the Rights Offering.

~~The~~Subscription over-subscription right provides shareholders, who exercise all of their basic subscription rights, the opportunity to purchase the shares of Common Stock that are not purchased by other shareholders. If you exercise your basic subscription rights in full (other than those subscription rights to acquire less than one whole share of Common Stock, which cannot be exercised) and other shareholders do not fully exercise their basic subscription rights, you may also exercise an over-subscription right to purchase, at the same subscription price, some or all of the additional shares of Common Stock that remain unsubscribed at the expiration of the rights offering, subject to availability. To the extent the number of the unsubscribed shares of Common Stock are not sufficient to satisfy all of the properly exercised over-subscription rights requests, the available shares will be prorated among those who properly exercised over-subscription rights in proportion to their respective basic subscription rights. To the extent the shareholders properly exercise their over-subscription rights for an aggregate amount of shares that is less than the number of the unsubscribed shares, you will be allocated the full number of unsubscribed shares for which you actually paid in connection with the over-subscription right. The remaining shares of Common Stock will be allocated among all other persons exercising the over-subscription right on the same pro rata basis described above. Price

InThe ~~order~~Subscription toPrice ~~properly~~per ~~exercise~~share ~~your~~is ~~over-subscription right,~~$[●]. ~~you~~The ~~must~~Subscription ~~deliver~~Price ~~the~~does ~~subscription~~not ~~payment~~necessarily ~~related~~bear any relationship to ~~your~~our ~~over-subscription~~past ~~right~~or ~~before~~expected ~~the~~future ~~expiration~~results of ~~the~~operations, ~~rights~~cash ~~offering.~~flows, ~~Because~~current financial wecondition, ~~will~~or ~~not~~any ~~know~~other ~~the~~established ~~total~~criteria ~~number~~for ofvalue. ~~unsubscribed~~No ~~shares~~change ~~before~~will ~~the~~be ~~expiration~~made ofto the ~~rights~~Subscription ~~offering,~~Price ifby ~~you wish~~reason toof ~~maximize~~changes in the ~~number~~trading price of ~~shares~~our ~~you~~common ~~purchase~~stock ~~pursuant~~or toother ~~your~~factors ~~over-subscription~~prior ~~right,~~to ~~you~~the ~~will~~expiration ~~need~~of tothis ~~deliver~~Rights ~~payment~~Offering. inIn anaddition ~~amount equal~~ to the ~~aggregate~~Basic ~~subscription~~Subscription Rights ~~price~~and ~~for~~ the ~~maximum~~Over-Subscription ~~number~~Privilege, ofshareholders ~~shares~~are ofentitled ~~our~~to ~~Common~~receive ~~Stock,~~a ~~assuming~~10% ~~that no~~discount ~~shareholder~~on ~~other~~the ~~than~~Subscription ~~you~~Price ~~has~~if ~~purchased~~they ~~any~~purchase at ~~shares~~least $[●] of our ~~Common~~common ~~Stock~~stock ~~pursuant~~in tothe ~~their~~Rights ~~basic~~Offering, ~~subscription~~which ~~right~~effectively ~~and~~reduces ~~over-subscription~~such ~~right.~~shareholder’s per share price from $[●] to $[●] per share.

21Determination of Subscription Price

~~Table~~We are making the Rights Offering to raise funds primarily to support our working capital needs and fund our operations and to a lesser degree for product development activities. When determining the Subscription Price, our Board considered, among other things, the need to raise additional funds to finance our business activity, the price of ~~Contents~~the Company’s shares on the Nasdaq the limited availability of financial resources to us.

WeThe ~~can~~Subscription ~~provide~~Price nodoes ~~assurances~~not ~~that~~necessarily bear ~~you~~any ~~will~~relationship ~~actually~~to beany ~~entitled~~established tocriteria ~~purchase~~for value. No valuation consultant or investment banker has opined upon the ~~number~~fairness or adequacy of ~~shares~~the ~~issuable upon~~Subscription Price. You should not consider the ~~exercise~~Subscription Price as an indication of ~~your~~actual ~~over-subscription~~value ~~right~~of inthe ~~full,~~Company or our common stock. You should not assume or atexpect ~~all~~that, after the Rights Offering, our common stock will trade at or above the ~~expiration~~Subscription Price in any given time period. The market price of our common stock may decline during or after the ~~rights~~Rights ~~offering~~Offering. We ~~will~~cannot ~~not~~assure you that you will be able to ~~satisfy~~sell ~~your~~common ~~exercise~~stock ofpurchased during the ~~over-subscription~~Rights ~~right~~Offering ifat ~~all~~a ofprice ~~our~~equal ~~shareholders~~to ~~exercise~~or ~~their~~greater ~~basic~~than ~~subscription~~the Subscription ~~rights~~Price. inYou ~~full,~~should ~~and~~obtain wea ~~will~~current ~~only~~price ~~honor~~quote anfor ~~over-subscription~~our ~~right~~common tostock ~~the~~before ~~extent~~exercising ~~sufficient~~your ~~shares~~Subscription Rights and make your own assessment of ~~unsubscribed~~our ~~Common~~business ~~Stock~~and ~~are~~financial ~~available~~condition, ~~following~~our prospects for the ~~exercise~~future, ofand the ~~basic~~terms ~~subscription~~of ~~rights~~this Rights Offering. Once made, all exercises of Subscription Rights are irrevocable.

To the extent the aggregate subscription price of the maximum number of unsubscribed shares available to you pursuant to the over-subscription right is less than the amount you actually paid in connection with the exercise of the over-subscription right, you will be allocated only the number of unsubscribed shares available to you, and any excess subscription payments received by the Subscription Agent will be returned, without interest or penalty, as soon as practicable. 26

~~Representatives~~Table of the Teton Westwood Mighty Mites Fund, a current shareholder of the Company, have informed us that the Fund intends to exercise its basic subscription rights in full and its over-subscription rights up to the remaining full amount of the offering. Contents

The ~~Company~~Backstop ~~intends to register on SEC Form S-3 the shares of Common Stock purchased by the Fund in the rights offering for public resale beginning six months from the closing of the rights offering.~~ Commitment

~~Reasons~~We are also negotiating and expect to enter in backstop purchase agreement or similar agreement with respect to the purchase of any common stock not subscribed for through the basic subscription privilege or the over-subscription privilege with Activist Investing LLC, a significant shareholder. However, there can be no certainty that any or all of the common stock will be purchased pursuant to the Rights Offering or under the backstop agreement and there is no minimum purchase requirement as a condition to accepting subscriptions. The backstop investor will not receive any fee in connection with the backstop commitment.

InNon-Transferability authorizing the rights offering, the Board carefully evaluated our need for liquidity, financial flexibility and additional capital. The Board considered several alternative capital raising methods before concluding that the rights offering was the appropriate alternative in the circumstances for a number of ~~reasons,~~Subscription including that it provides an opportunity to our shareholders to participate on a pro rata basis. We are conducting the rights offering to raise additional capital for general corporate purposes, to accelerate the timing of specific product development and to enhance the Company’s sales and marketing initiatives across our three product lines. We believe that the rights offering will strengthen our financial condition by generating additional cash and increasing our shareholders’ equity. Rights

The Subscription ~~Price~~Rights are non-transferable (other than by operation of law) and, therefore, you may not sell, transfer, assign or give away your Subscription Rights to anyone. The Subscription Rights will not be listed for trading on any stock exchange or market.

InExpiration ~~determining~~Date; the subscription price, the Board considered a number of factors, including the likely cost of capital from other sources, our business prospects, historical and current trading prices of our Common Stock, general conditions of the securities markets, and our need for liquidity and capital. The subscription price is not necessarily related to our book value, net worth or any other established criteria of value. The subscription price was established at a price of $[*] per whole share of Common Stock. We cannot assure you that the market price of our Common Stock during the offering period will be equal or above the subscription price. You should obtain a current quote for our Common Stock before deciding whether to exercise your subscription rights. Extension

~~Method~~The subscription period, during which you may exercise your Subscription Rights, expires at 5:00 PM Eastern Time, on [●], 2022, which is the expiration of ~~Exercising~~the Rights Offering. We will not be required to issue shares to you if the Subscription Agent receives your Subscription Rights Statement or your subscription payment after that time. We have the option to extend the Rights Offering in our sole discretion, although we do not presently intend to do so. We may extend the Rights Offering by giving oral or written notice to the Subscription Agent before the Rights Offering expires. If we elect to extend the Rights Offering, we will issue a press release announcing the extension no later than 9:00 AM, Eastern Time, on the next business day after the most recently announced expiration date of the Rights Offering.

~~You~~If ~~may~~you hold your common stock in the name of a broker, dealer, custodian bank or other nominee, the nominee will exercise the Subscription Rights on your ~~subscription~~behalf ~~rights~~in asaccordance ~~follows~~with your instructions. Please note that the nominee may establish a deadline that may be before 5:00 PM Eastern Time, on [●], 2022, which is the Expiration Date that we have established for the Rights Offering.

1.Rights ~~Subscription~~Offering byMay ~~Registered~~Be ~~Holders.~~Terminated You may exercise your subscription rights by properly completing and executing the subscription rights certificate together with any required signature guarantees, a notice of guaranteed delivery (if applicable) and an IRS Form W-9 and forwarding them, together with your full subscription payment for a whole number of shares of Common Stock, to the Subscription Agent at ~~the~~Any ~~address set forth below under “Subscription Agent,” before the expiration of the rights offering.~~Time

~~2. Subscription by DTC Participants.~~ We ~~expect~~may ~~that~~terminate the ~~exercise~~Rights ofOffering ~~your~~at ~~subscription~~any time ~~rights~~and ~~may~~for beany ~~made~~reason ~~through~~prior to the ~~facilities~~completion of ~~DTC~~the Rights Offering. If ~~your~~we ~~subscription~~terminate ~~rights~~the ~~are~~Rights ~~held of record through DTC~~Offering, ~~you~~we ~~may~~will ~~exercise~~issue ~~your~~a ~~subscription~~press ~~rights~~release notifying byshareholders ~~instructing~~and ~~DTC,~~the orpublic ~~having~~of ~~your~~the ~~broker instruct DTC, to transfer your~~termination.

22Return of Funds upon Completion or Termination

~~Table~~The Subscription Agent will hold funds received in payment for shares in a segregated account pending completion of ~~Contents~~the Rights Offering. The Subscription Agent will hold this money until the Rights Offering is completed or is terminated. To the extent you properly exercise your Over-Subscription Privilege for a number of shares that exceeds the number of unsubscribed shares available to you, any excess subscription payments will be returned to you as soon as practicable after the expiration of the Rights Offering, without interest or penalty. If the Rights Offering is terminated for any reason, all subscription payments received by the Subscription Agent will be returned as soon as practicable, without interest or penalty.

subscription rights from your account to the account of the Subscription Agent, together with certification as to the aggregate number of subscription rights you are exercising and the number of whole shares of our Common Stock you are subscribing for under your basic subscription right and your over-subscription right, if any, and your full subscription payment.27

3.Table ~~Subscription by Beneficial Owners. If you are a beneficial owner~~ of shares of our Common Stock that are registered in the name of a broker, dealer, bank or other nominee, or if you hold our Common Stock certificates and would prefer to have an institution conduct the transaction relating to the subscription rights on your behalf, you should instruct your broker, dealer, bank or other nominee to exercise your subscription rights and deliver all documents and payment on your behalf before the expiration of the rights offering. Your subscription rights will not be considered exercised unless the Subscription Agent receives from you or such other party all of the required documents and your full subscription payment (in good, cleared funds) by that date. Your nominee may establish a deadline that may be before the 5:00 p.m., Eastern Time, on [*], 2017 expiration date that we have established for the rights offering. If you are not contacted by your nominee, you should promptly contact your broker, dealer, bank or other nominee if you wish to subscribe for shares of our Common Stock in the rights offering.Contents

~~Form~~Our ofCommon ~~Payment~~Stock Outstanding after the Rights Offering

AsOn ~~described~~October in11, ~~the~~2022, ~~instructions~~3,872,134 of our common ~~accompanying~~stock ~~the~~were ~~subscription~~outstanding. ~~rights~~Based ~~certificate~~on the foregoing, ~~all~~and ~~payments~~assuming ~~submitted~~no other transactions by us involving our common stock prior to the ~~Subscription~~expiration of ~~Agent~~the ~~must~~Rights Offering, if the Rights Offering is fully subscribed, approximately [●] common stock of the Company will be ~~made~~issued and inoutstanding. ~~full~~The exact number of shares that we will issue in ~~United~~the ~~States~~Rights ~~currency~~Offering ~~by:~~will depend on the number of shares that are subscribed for in the Rights Offering.

•Methods ~~cashier’s~~for orExercising ~~certified~~Subscription ~~check or bank draft drawn on a U.S. bank payable to “Broadridge Corporate Issuer Solutions;”~~Rights

•The ~~U.S.~~exercise ~~postal~~of orSubscription ~~express~~Rights ~~money~~is ~~order;~~irrevocable and may not be cancelled or modified. You may exercise your Subscription Rights as follows:

•Subscription ~~wire~~by ~~transfer~~Record ~~of immediately available funds directly to the account to the following account, with reference to the rights holder’s name:~~Holders

~~ABA/Routing~~If you are a shareholder of record, the number of shares you may purchase pursuant to your Subscription Rights is indicated on the enclosed Subscription Rights Statement. You may exercise your Subscription Rights by properly completing and executing the Subscription Rights Statement and Notice of Guaranteed Delivery (if applicable) and forwarding such documents, together with your full payment, to the Subscription Agent at the address given below under “Subscription Agent,” to be received before 5:00 ~~123000848~~PM Eastern Time, on [●], 2022.

~~Bank:~~Subscription ~~U.S.~~by ~~Bank~~Beneficial Owners

~~800~~If you are a beneficial owner of our common ~~Nicollet~~stock ~~Mall~~that are registered in the name of a broker, dealer, custodian bank, or other nominee, you will not receive a Subscription Rights Statement. Instead, we will issue Subscription Rights to such nominee record holder for each common stock held by such nominee at the Record Date. If you are not contacted by your nominee, you should promptly contact your nominee in order to subscribe for shares in the Rights Offering and follow the instructions provided by your nominee.

~~Minneapolis~~To properly exercise your Over-Subscription Privilege, MNyou ~~55402~~must ~~United~~deliver ~~States~~the subscription payment related to your Over-Subscription Privilege before the Rights Offering expires. Because we will not know the total number of unsubscribed shares before the Rights Offering expires, if you wish to maximize the number of shares you purchase pursuant to your Over-Subscription Privilege, you will need to deliver payment in an amount equal to the aggregate subscription payment for the maximum number of shares that you wish to purchase.

~~Beneficiary~~Guaranteed ~~Account~~Delivery ~~Name: Broadridge~~ Procedures

~~Account~~If ~~Number:~~you ~~153910728465~~do not have adequate time to deliver the Subscription Rights Statement evidencing your rights to the Subscription Agent prior to the expiration of the Rights Offering, you may still participate in the Rights Offering if you follow the guaranteed delivery procedures set forth below prior to the expiration of the Rights Offering:

~~For~~· ~~Further~~Deliver ~~Credit:~~your ~~SCHMITT~~payment ~~INDUSTRIES~~to the Subscription Agent covering all rights that you are exercising in accordance with the procedures set forth below;

~~Group Account Number: 153910822268~~ 28

~~Payment~~Table ~~received after the expiration~~ of the rights offering may not be honored, and the Subscription Agent will return your payment to you, without interest or penalty, as soon as practicable. The Subscription Agent will be deemed to receive payment upon: Contents

•· ~~receipt~~Deliver byyour ~~the~~Notice ~~Subscription Agent~~ of ~~any~~Guaranteed ~~certified~~Delivery orto ~~cashier’s~~the ~~check~~Subscription ~~or bank draft drawn upon a U.S. bank~~Agent; and

•· ~~receipt~~Within bytwo business days following the ~~Subscription~~date ~~Agent~~you submitted your Notice of ~~any~~Guaranteed ~~U.S.~~Delivery, ~~postal~~deliver orto ~~express~~the ~~money~~Subscription ~~order;~~Agent orthe complete and properly signed Subscription Rights Statement.

•The ~~receipt~~Notice of ~~collected~~Guaranteed ~~funds~~Delivery inmay be delivered to the Subscription Agent’s ~~account~~in the same manner as the Subscription Rights Statement at the address set forth below.

If you ~~elect~~have toany ~~exercise~~questions ~~your subscription rights, we urge you to consider using a certified~~ or ~~cashier’s~~comments ~~check,~~regarding completion ~~U.S. money order,~~ or ~~wire~~delivery ~~transfer~~ of ~~funds to ensure that~~ the ~~Subscription~~Notice ~~Agent receives your funds before the expiration~~ of ~~the~~Guaranteed ~~rights offering. If you send an uncertified check~~Delivery, ~~payment~~please ~~will~~contact ~~not be deemed to have been received by~~ the ~~Subscription~~Information Agent ~~until the check has cleared~~. The clearinghouse may require five or more business days. Accordingly, holders that wish to pay the subscription price by means of an uncertified personal check are urged to make payment sufficiently before the expiration of the rights offering to ensure such payment

23Payment Method

~~Table~~Payments must be made in full in U.S. currency by cashier’s check or by wire transfer, and payable to “Equity Stock Transfer LLC, as Subscription Agent for Schmitt Industries, Inc.” You must timely pay the full subscription payment, including payment for the Over-Subscription Privilege, for the full number of ~~Contents~~shares that you wish to acquire pursuant to the exercise of Subscription Rights by delivering a:

is· ~~received~~Cashier’s ~~and~~check, ~~clears~~drawn byon ~~such~~a ~~date~~U.S. Ifbank ~~your~~payable ~~required~~to ~~subscription~~“Equity ~~exercise~~Stock ~~documentation~~Transfer isLLC, ~~received~~as ~~by the~~ Subscription Agent ~~after~~for ~~the~~Schmitt ~~expiration of the rights offering~~Industries, ~~we may, in our sole discretion, choose to accept your subscription, but shall be under no obligation to do so~~Inc.”; or

~~Where~~· Wire transfer of immediately available funds directly to ~~Submit~~the ~~Subscriptions~~account maintained by Equity Stock Transfer, as Subscription Agent, for purposes of accepting subscriptions in this Rights Offering at:

~~The~~Routing ~~address~~number: to[●] International/Swift ~~which~~code: ~~subscription documents, rights certificates, notices of guaranteed delivery (if applicable) and subscription payments other than wire~~[●] ~~transfers~~Bank: ~~should be mailed or delivered is~~[●] [●] City/State/Country: [●]

ByBeneficiary ~~Mail~~Account Name: [●] Account Number: [●]

~~Broadridge~~For ~~Corporate~~further ~~Issuer~~Credit ~~Solutions~~Name: SCHMITT INDUSTRIES, ~~Inc~~INC.

~~Attn:~~You ~~BCIS~~should ~~Re-Organization~~read ~~Dept~~the instruction letter accompanying the Subscription Rights Statement carefully and strictly follow it. DO NOT SEND SUBSCRIPTION RIGHTS STATEMENTS OR PAYMENTS DIRECTLY TO US. We will not consider your subscription received until the Subscription Agent has received delivery of a properly completed and duly executed Subscription Rights Statement and payment of the full subscription amount.

PThe method of delivery of Subscription Rights Statements and payment of the subscription amount to the Subscription Agent will be at the risk of the holders of Subscription Rights.O. If ~~Box~~sent ~~1317~~by mail, we recommend that you send those statements and payments by registered mail, properly insured, with return receipt requested, or by overnight courier, and that you allow a sufficient number of days to ensure delivery to the Subscription Agent before the Rights Offering expires.

~~Brentwood, NY 11717-0693~~ 29

ByTable ~~Hand~~of ~~Delivery or Overnight Courier Excluding U.S. Postal Service:~~ Contents

~~Broadridge~~Missing ~~Corporate~~or ~~Issuer~~Incomplete ~~Solutions,~~Subscription ~~Inc.~~Forms or Payment

~~Attn:~~If ~~BCIS~~you ~~IWS~~fail to complete and sign the Subscription Rights Statement or otherwise fail to follow the subscription procedures that apply to the exercise of your Subscription Rights before the Rights Offering expires, the Subscription Agent will reject your subscription or accept it to the extent of the payment received. Neither we nor our Subscription Agent undertakes any responsibility or action to contact you concerning an incomplete or incorrect subscription form, nor are we under any obligation to correct such forms. We have the sole discretion to determine whether a subscription exercise properly complies with the subscription procedures.

51If ~~Mercedes~~you ~~Way~~send a payment that is insufficient to purchase the number of shares you requested, or if the number of shares you requested is not specified in the forms, the payment received will be applied to exercise your Subscription Rights to the fullest extent possible based on the amount of the payment received. Any excess subscription payments received by the Subscription Agent will be returned, without interest or penalty, as soon as practicable following the expiration of the Rights Offering.

~~Edgewood,~~Issuance NYof ~~11717~~Common Stock

IfThe ~~you~~common ~~deliver~~stock that are purchased in the Rights ~~subscription~~Offering ~~documents,~~will ~~rights~~be ~~certificates~~issued in book-entry, or ~~notices~~uncertificated, form meaning that you will receive a direct registration account statement from our transfer agent reflecting ownership of ~~guaranteed~~these ~~delivery~~securities inif you are a ~~manner~~holder ~~different~~of ~~than~~record ~~that~~of ~~described~~shares. If you hold your common stock in the ~~this~~name ~~prospectus~~of a custodian bank, webroker, ~~may~~dealer, ~~not~~or ~~honor~~other ~~the~~nominee, ~~exercise~~DTC ofwill credit your ~~subscription~~account ~~rights.~~with your nominee with the shares you purchased in the Rights Offering.

~~You~~Subscription ~~should direct any questions or requests for assistance to the Information~~ Agent~~, Broadridge Corporate Issuer Solutions, Inc. by email at Shareholder@Broadridge.com or by telephone at 800-733-1121.~~

~~Missing~~The Subscription Agent for the Rights Offering is Equity Stock Transfer. The address to which Subscription Rights Statements and payments should be mailed or ~~Incomplete~~delivered by overnight courier is provided below. If sent by mail, we recommend that you send documents and payments by registered mail, properly insured, with return receipt requested, and that you allow a sufficient number of days to ensure delivery to the Subscription ~~Information~~Agent before the Rights Offering expires. Do not send or deliver these materials to us.

IfBy ~~you~~Hand ~~do not indicate the number of subscription rights being exercised,~~ or ~~the~~Overnight ~~Subscription~~Courier: Equity ~~Agent~~Stock ~~does~~Transfer ~~not~~LLC Attn: ~~receive~~Shareholder ~~the~~Services 237 ~~full~~West ~~subscription~~37the ~~payment~~St., ~~for~~Suite ~~the~~602 New ~~number of subscription rights that you indicate are being exercised~~York, ~~then~~NY ~~you~~10018 By ~~will~~Mail: Equity beStock ~~deemed~~Transfer ~~to have~~LLC ~~exercised~~Attn: ~~the~~Shareholder ~~maximum~~Services 237 ~~number~~West of37the ~~subscription rights that may be exercised with the aggregate subscription payment you delivered to the Subscription Agent~~St., IfSuite ~~we do not apply your full subscription payment to your purchase of shares of our Common~~602 ~~Stock,~~New ~~any excess subscription payment received by the Subscription Agent will be returned~~York, ~~without~~NY ~~interest or penalty, as soon as practicable.~~ 10018

~~Delivery~~If you deliver the Subscription Rights Statements in a manner different than that described in this prospectus, they may not be received and, if received, we may not honor the exercise of ~~Subscriptions~~your Subscription Rights.

You should read the instruction letter accompanying the rights certificate carefully and strictly follow it. Do not send your rights certificates or payments to the Company. Except as described below under “Guaranteed Delivery Procedures,” we will not consider your subscription received until the Subscription Agent has received delivery of a properly completed and duly executed rights certificate and the full subscription amount, payment of which has cleared. The risk of delivery of all documents and payments is borne by you or your nominee, not by the Subscription Agent or us. 30

~~The~~Table ~~method~~ of delivery of rights certificates and payment of the subscription amount to the Subscription Agent will be at the risk of the holders of subscription rights. If sent by mail, we recommend that you send those certificates and payments by overnight courier or by registered mail, properly insured, with return receipt requested, and that a sufficient number of days be allowed to ensure delivery to the Subscription Agent and clearance of payment before the expiration of the rights offering. Contents

24 Questions

~~Table~~You should direct any questions or requests for assistance concerning the method of ~~Contents~~subscribing for the common stock of the Company or for additional copies of this prospectus to the Information Agent, Equity Stock Transfer, at:

~~Notice~~([●])[●] to(toll ~~Nominees~~free) ([●])[●] (international)

IfNo ~~you~~Fractional are a broker, dealer, bank or other nominee that holds shares of our Common Stock for the account of others on the record date, you should notify the beneficial owners of the shares for whom you are the nominee of the rights offering as soon as possible to learn their intentions with respect to exercising their subscription rights. You should obtain instructions from the beneficial owner as set forth in the instructions we have provided to you for your distribution to beneficial owners. If the beneficial owner so instructs, you should complete the appropriate rights certificate and submit it to the Subscription Agent with the proper subscription payment. If you hold shares of our Common Stock for the account(s) of more than one beneficial owner, you may exercise the number of subscription rights to which all beneficial owners in the aggregate otherwise would have been entitled had they been direct holders of our Common Stock on the record date, provided that you, as a nominee record holder, make a proper showing to the Subscription Agent by submitting the form entitled “Nominee Holder Certification,” which is provided with your rights offering materials. If you did not receive this form, you should contact the Subscription Agent to request a copy. Shares

~~Beneficial~~We ~~Owners~~will not issue fractional common stock in the Rights Offering. Rights holders will only be entitled to purchase a whole number of our common stock, rounded down to the nearest whole number of shares a holder would otherwise be entitled to purchase. Any excess subscription payments received by the Subscription Agent will be returned as soon as practicable after expiration of the Rights Offering, without interest or penalty.

IfNotice ~~you are a beneficial owner of shares of our Common Stock that are held of record in the name of a broker, dealer, bank or other nominee, we will ask your broker, dealer, bank or other nominee~~ to ~~notify~~Brokers you of the rights offering. Instead of receiving a rights certificate, you will receive your subscription rights through your broker, dealer, bank or other nominee. If you wish to exercise your subscription rights, you will need to have your broker, dealer, bank or other nominee act for you. To exercise your subscription rights, you should complete and return to your broker, dealer, bank or other nominee the form entitled “Beneficial Owner Election Form.” You should receive such form from your broker, dealer, bank or other nominee with the other rights offering materials. You should contact your broker, bank or other nominee if you do not receive this form and other rights offering material but you believe you are entitled to participate in the rights offering. We are not responsible if you do not receive the form from your broker, dealer, bank or other nominee or if you receive the form without sufficient time to respond by the deadline established by your nominee, which deadline may be prior to 5:00 p.m., Eastern Time, on [*], 2017. Nominees

If you ~~hold~~are ~~certificates~~a ofbroker, ~~our~~dealer, ~~Common~~bank, ~~Stock~~or ~~directly~~other nominee ~~and~~holder ~~received~~that aholds ~~subscription~~common ~~rights~~stock ~~certificate~~of ~~but~~the ~~would~~Company ~~prefer~~for tothe ~~have~~account ~~your~~of ~~broker,~~others ~~dealer~~on the Record Date, ~~bank~~you orshould notify the beneficial owners ~~other~~of ~~nominee~~the ~~act~~shares for whom you are the nominee of the Rights Offering as soon as possible to learn their intentions with respect to exercising their Subscription Rights. If a beneficial owner of our common stock so instructs, you should ~~contact~~complete ~~your~~the ~~nominee~~Subscription Rights Statement and ~~request~~submit ~~such~~it ~~nominee~~to the Subscription Agent with the proper subscription payment by the Expiration Date. You may exercise the number of Subscription Rights to ~~effect~~which all beneficial owners in the ~~transactions~~aggregate ~~for~~otherwise would have been entitled had they been direct holders of our common stock on the Record Date, provided that you, as a nominee record holder, make a proper showing to the Subscription Agent by submitting the form entitled “Nominee Holder Certification,” which is provided with your Rights Offering materials. If you did not receive this form, you should contact our Subscription Agent to request a copy.

~~Guaranteed~~Validity ~~Delivery~~of ~~Procedures~~ Subscriptions

IfWe ~~you~~will ~~wish~~resolve toall ~~exercise~~questions ~~subscription~~regarding ~~rights~~the validity ~~but~~and ~~you~~form doof ~~not~~the ~~have~~exercise ~~sufficient~~of your Subscription Rights, including time of receipt and eligibility to ~~deliver~~participate in the ~~rights~~Rights Offering. ~~certificate~~Our ~~evidencing~~determination ~~your~~will ~~subscription~~be ~~rights~~final and binding. Once made, subscriptions are irrevocable; we will not accept any alternative, conditional, or contingent subscriptions. We reserve the absolute right to reject any subscriptions not properly submitted or the ~~Subscription~~acceptance ~~Agent~~of which would be unlawful. You must resolve any irregularities in connection with your subscriptions before the ~~expiration~~Expiration Date of the ~~rights~~Rights Offering ~~offering,~~unless ~~5:00~~we pwaive them in our sole discretion.m Neither we nor the Subscription Agent is under any duty to notify you or your representative of defects in your subscriptions., ~~Eastern~~A ~~Time,~~subscription ~~on [*]~~will be considered accepted, ~~2017~~subject to our right to withdraw or terminate the Rights Offering, ~~you~~only ~~may~~when ~~exercise~~the ~~your~~Subscription Agent receives a properly completed and duly executed Subscription Rights Statement and any other required documents and the full subscription ~~rights~~payment. byOur interpretations of the ~~following~~terms ~~guaranteed~~and ~~delivery~~conditions ~~procedures:~~of the Rights Offering will be final and binding.

•Shareholder deliver to the Subscription Agent before the expiration of the rights offering the subscription payment for each share you elected to purchase pursuant to the exercise of subscription rights in the manner set forth above under “Method of Exercising Subscription Rights;”

•You ~~deliver~~will tohave ~~the~~no ~~Subscription~~rights ~~Agent~~as ~~before~~a ~~the~~holder ~~expiration~~ of the ~~rights~~common stock ~~offering~~you purchase in the Rights Offering until shares are issued in book-entry form ~~entitled~~or ~~“Notice~~your ofaccount ~~Guaranteed~~at ~~Delivery;”~~your ~~and~~broker, dealer, bank, or other nominee is credited with the common stock purchased in the Rights Offering.

• deliver the properly completed subscription rights certificate evidencing your subscription rights being exercised and the related nominee holder certification, if applicable, with any required signatures guaranteed, to the Subscription Agent within two business days following the date you submit your Notice of Guaranteed Delivery.31

~~Your~~Table ~~Notice~~ of Guaranteed Delivery must be delivered in substantially the same form provided with the “Form of Instructions for Use of Schmitt Industries, Inc. Subscription Rights Certificate,” which will be distributed to Contents

25Compliance with Law

~~Table~~We are not making this Rights Offering in any country, state or other jurisdiction in which it is unlawful to do so, nor are we distributing or accepting any offers to purchase any of ~~Contents~~our common stock from Subscription Rights holders who are residents of those countries, states or other jurisdictions or who are otherwise prohibited by applicable laws or regulations from accepting or exercising the Subscription Rights. We may delay the commencement of this Rights Offering in those jurisdictions, or change the terms of this Rights Offering, in whole or in part, in order to comply with the securities laws or other legal requirements of those jurisdictions. We may decline to make modifications to the terms of this Rights Offering requested by those jurisdictions, in which case, if you are a resident of such jurisdictions, or if you are otherwise prohibited by applicable laws or regulations from accepting or exercising the Subscription Rights, you will not be eligible to participate in this Rights Offering.

~~you~~No ~~with~~Revocation ~~your~~or rights certificate. Your Notice of Guaranteed Delivery must include a signature guarantee from an eligible institution acceptable to the Subscription Agent. A form of that guarantee is included with the Notice of Guaranteed Delivery. Change

InOnce you submit the Subscription Rights Statement or have instructed your ~~Notice~~nominee of ~~Guaranteed~~your ~~Delivery~~subscription request, you ~~must~~are ~~provide:~~not allowed to revoke or change the exercise or request a refund of monies paid. All exercises of Subscription Rights are irrevocable, even if you learn information about us that you consider to be unfavorable. You should not exercise your Subscription Rights unless you are certain that you wish to purchase our common stock at the Subscription Price.

•U.S. ~~your~~Federal ~~name;~~Income Tax Treatment of Rights Distribution

•For ~~the~~U.S. ~~number~~federal ofincome ~~subscription~~tax ~~rights~~purposes, ~~represented~~we byintend to ~~your~~take ~~rights certificate,~~ the ~~number~~position ofthat ~~shares~~holders of our ~~Common~~common ~~Stock~~stock ~~for~~should ~~which~~not ~~you~~recognize ~~are~~income ~~subscribing~~or ~~under~~loss ~~your~~upon ~~basic~~receipt ~~subscription~~or ~~right,~~exercise ~~and the number~~ of ~~shares~~a ofSubscription ~~our~~Right. See ~~Common~~“Material ~~Stock~~U.S. ~~for~~Federal ~~which~~Income ~~you~~Tax ~~are~~Consequences” ~~subscribing~~beginning ~~under~~on ~~your~~page ~~over-subscription right, if any; and~~34.

•No ~~your~~Recommendation ~~guarantee that you will deliver~~ to ~~the~~Rights Subscription Agent a rights certificate evidencing the subscription rights you are exercising within two business days following the date the Subscription Agent receives your Notice of Guaranteed Delivery.Holders

~~You~~Our ~~may~~Board ~~deliver~~is not making a recommendation regarding your ~~Notice~~exercise of ~~Guaranteed~~the ~~Delivery~~Subscription toRights. ~~the~~Shareholders who exercise Subscription ~~Agent~~Rights inrisk ~~the~~investment ~~same~~loss ~~manner~~on asmoney ~~your~~invested. We cannot ~~rights~~assure ~~certificate~~you atthat the ~~address~~market ~~set~~price ~~forth~~of ~~above~~our ~~under~~common “stock will reach or exceed the Subscription ~~Agent.”~~Price, ~~The~~and ~~Information~~even ~~Agent~~if it does so, that it will not ~~send~~decline during or after the Rights Offering. We also cannot assure you ~~additional~~that ~~copies~~you ofwill be able to sell our common stock purchased in the ~~form~~Rights ofOffering ~~Notice~~at ofa ~~Guaranteed~~price ~~Delivery~~equal ifto ~~you~~or ~~need~~greater ~~them~~than the Subscription Price. You should ~~contact~~make ~~the~~your ~~Information~~investment ~~Agent,~~decision based on your ~~Broadridge~~assessment ~~Corporate~~of ~~Issuer~~our ~~Solutions,~~business ~~Inc.~~and financial condition, byour ~~email~~prospects ~~at Shareholder@Broadridge.com or~~for bythe ~~telephone~~future atand ~~800-733-1121~~the toterms ~~request~~of ~~additional~~this ~~copies~~Rights ofOffering. ~~the~~See “Risk ~~form~~Factors” beginning on page 15 for a discussion of ~~Notice~~some of ~~Guaranteed~~the ~~Delivery.~~risks involved in investing in our common stock.

~~Nontransferability~~Fees ofand ~~Subscription Rights~~ Expenses

~~The~~We ~~subscription~~will ~~rights~~pay ~~issued~~all infees ~~the~~charged ~~rights~~by ~~offering~~the ~~are nontransferable. Should you choose not to exercise your rights, you may not sell, give away or~~Subscription ~~otherwise~~Agent ~~transfer~~and ~~your~~Information ~~subscription rights~~Agent. ~~However,~~You ~~subscription~~are ~~rights~~responsible ~~will~~for bepaying ~~transferable~~any toother ~~your~~commissions, ~~affiliates~~fees, ~~such~~taxes ~~as family members~~ or ~~family~~other ~~trusts,~~expenses ~~and~~incurred byin ~~operation~~connection with ~~of law (for example, upon death of~~ the ~~recipient).~~exercise ~~If you sell any~~ of your ~~shares~~ ~~before~~Subscription ~~the end of the rights offering period, the rights will not transfer to the new owner(s) but will remain with you~~Rights.

~~No Fractional Shares~~ Listing

WeThe ~~will~~Subscription ~~not~~Rights ~~issue~~may ~~fractional~~not ~~shares~~be ofsold, ~~Common~~transferred, assigned, ~~Stock~~or ingiven ~~the~~away ~~rights offering. If the number of subscription rights you exercise would otherwise permit you~~ to ~~purchase a fraction of a share~~anyone, ~~the~~and ~~number of shares that you may purchase~~ will not be ~~rounded~~listed ~~down~~for totrading ~~the~~on ~~nearest~~any ~~whole~~stock ~~share.~~exchange ~~Any~~or ~~excess subscription payments received by the Subscription Agent will be returned, without interest, as soon as practicable~~market.

~~Validity of Subscriptions~~ 32

WeTable ~~will resolve all questions regarding the validity and form~~ of the exercise of your subscription rights, including time of receipt and eligibility to participate in the rights offering. In resolving all such questions, we will review the relevant facts, consult with our legal advisors and may request input from the relevant parties. Our determination will be final and binding. Once made, subscriptions and directions are irrevocable, even if you later learn information that you consider to be unfavorable to the exercise of your subscription rights and even if the rights offering is extended by the Board, and we will not accept any alternative, conditional or contingent subscriptions or directions. We reserve the absolute right to reject any subscriptions or directions not properly submitted or the acceptance of which would be unlawful. You must resolve any irregularities in connection with your subscriptions before the subscription period expires, unless waived by us in our sole discretion. Neither we nor the Subscription Agent shall be under any duty to notify you or your representative of any defect in your subscription. A subscription will be considered accepted, subject to our right to terminate the rights offering, only when a properly completed and duly executed rights certificate and any other required documents and the full subscription payment have been received by the Subscription Agent. Our interpretations of the terms and conditions of the rights offering will be final and binding. Contents

26 Important

~~Table~~Please follow the directions regarding delivery of ~~Contents~~Subscription Rights Statements and payments described above. Do not send Subscription Rights Statements directly to us. You are responsible for choosing the payment and delivery method for your Subscription Rights Statement and you bear the risks associated with such delivery. If you choose to deliver your Subscription Rights Statement and payment by mail, we recommend that you use registered mail, properly insured, with return receipt requested. We also recommend that you allow a sufficient number of days to ensure delivery to the Subscription Agent prior to the Expiration Date.

~~Escrow Arrangements; Return of Funds~~ 33

~~The~~Table ~~Subscription Agent will hold funds received in payment for shares~~ of our Common Stock in a segregated account pending completion of the rights offering. The Subscription Agent will hold this money in escrow until the rights offering is completed or is withdrawn and canceled. If the rights offering is canceled for any reason, all subscription payments received by the Subscription Agent will be returned, without interest or penalty, as soon as practicable. In addition, all subscription payments received by the Subscription Agent will be returned, without interest or penalty, as soon as practicable, if subscribers decide to cancel their subscription rights in the event that there is a fundamental change to the rights offering. Contents

~~Expiration~~MATERIAL ~~Date,~~U.S. ~~Extension,~~FEDERAL INCOME ~~and~~TAX ~~Amendments~~ CONSEQUENCES

The ~~subscription~~following ~~period,~~summary ~~during~~describes ~~which~~the ~~you~~material U.S. ~~may~~federal ~~exercise~~income ~~your~~tax ~~subscription~~consequences ~~rights,~~of ~~expires~~the atreceipt, ~~5:00 p.m.~~ownership, ~~Eastern Time~~exercise, onand ~~[*],~~expiration ~~2017,~~of ~~which~~subscription isrights ~~the~~distributed ~~expiration~~to ofU.S. Holders ~~the~~(as ~~rights~~defined ~~offering.~~below) Ifpursuant ~~you~~to dothe ~~not~~Rights ~~exercise~~Offering. ~~your~~This ~~subscription~~summary ~~rights~~is ~~before~~based ~~that~~on ~~time,~~the ~~your~~Internal ~~subscription~~Revenue ~~rights~~Code ~~will~~of ~~expire~~1986, ~~and~~as ~~will~~amended, noor ~~longer~~the beCode, the ~~exercisable.~~final, Wetemporary ~~will~~and ~~not~~proposed beU.S. ~~required~~Treasury toRegulations ~~issue~~promulgated ~~shares~~thereunder ofand ~~our~~administrative ~~Common~~and ~~Stock~~judicial tointerpretations ~~you~~thereof, all ifas of the ~~Subscription Agent~~date ~~receives~~hereof ~~your~~and ~~subscription~~all ~~rights~~of ~~certificate~~which orare ~~your~~subject ~~subscription~~to ~~payment~~change (inpossibly ~~good,~~with ~~cleared~~retroactive ~~funds~~effect) ~~after~~or ~~that~~different ~~time,~~interpretations. ~~regardless~~For purposes of ~~when~~this ~~the~~summary, ~~rights~~a ~~certificate~~U.S. ~~and~~Holder ~~subscription~~will ~~payment~~be ~~were~~deemed ~~sent,~~to ~~unless~~refer ~~you~~only ~~send~~to ~~the~~any ~~documents~~of ~~in compliance with~~ the ~~guaranteed~~following ~~delivery~~holders ~~procedures~~of ~~described~~our ~~below.~~common stock:

We· ~~may~~an ~~extend~~individual ~~the~~who ~~expiration~~is ofeither ~~the rights offering for~~ a ~~period not to exceed 30 days by giving written notice to the Subscription Agent before the expiration of the rights offering, although we do not presently intend to do so~~U.S. Ifcitizen weor ~~elect~~a toresident ~~extend the expiration~~ of the ~~rights~~United ~~offering,~~States wefor ~~will issue a press release announcing such extension no later than 9:00 a~~U.mS., ~~Eastern~~federal ~~Time,~~income ontax the next business day after the most recently announced expiration of the rights offering. We will extend the duration of the rights offering as required by applicable law or regulation and may choose to extend the offering if we decide to give investors more time to exercise their subscription rights in the rights offering. purposes;

~~The~~· ~~Board~~a ~~also~~corporation ~~reserves~~or ~~the right~~other toentity ~~amend~~taxable ~~the~~as ~~terms~~a ofcorporation ~~the rights offering. Although we do not presently intend to do so, we may choose to amend the terms of the rights offering~~ for ~~any reason, including, without limitation, in order to increase participation in the rights offering~~U. ~~Such amendments or modifications may include a change in the subscription price, although no such change is presently contemplated~~S. Iffederal weincome ~~should~~tax ~~make~~purposes ~~any~~created ~~fundamental~~or ~~changes~~organized ~~to the terms set forth~~ in ~~this~~or ~~prospectus,~~under ~~we will file a post-effective amendment to~~ the ~~registration~~laws ~~statement in which this prospectus is included, offer potential purchasers who have subscribed for rights the opportunity to cancel such subscriptions and issue a refund~~ of ~~any money advanced by such shareholder and recirculate an updated prospectus after~~ the ~~post-effective~~United ~~amendment~~States isor declared effective with the SEC. In addition, upon such event, we may extend the expiration date of the rights offering to allow holders of rights ample time to make new investment decisions and for us to recirculate updated documentation. Promptly following any ~~such~~political ~~occurrence,~~subdivision we will issue a press release announcing any changes with respect to the rights offering and the new expiration date. The terms of the rights offering cannot be modified or amended after the expiration date of the rights offering. thereof;

~~Conditions~~· ~~and~~an ~~Termination~~estate the income of which is subject to U.S. federal income tax regardless of the source of its income; and

We· ~~reserve~~a ~~the right to terminate the rights offering before its expiration for any reason. In particular~~trust, ~~we may terminate the rights offering, in whole or in part,~~ if at(a) ~~any~~a ~~time~~U.S. ~~before~~court ~~completion of the rights offering there~~ is ~~any~~able ~~judgment, order, decree, injunction, statute, law or regulation entered, enacted, amended or held~~ to beexercise ~~applicable~~primary tosupervision ~~the~~over ~~rights offering that in~~ the ~~sole~~administration ~~judgment~~ of the ~~Board~~ ~~would~~trust ~~or might make the rights offering or its completion, whether in whole or in part, illegal or otherwise restrict or prohibit completion of the rights offering. We may waive any of these conditions~~ and ~~choose to proceed with the rights offering even if~~ one or more ~~of these events occur~~U.S. Ifpersons wehave ~~terminate~~ the ~~rights~~authority ~~offering~~to incontrol ~~whole~~all orsubstantial indecisions ~~part,~~of ~~we will issue a press release notifying~~ the ~~shareholders of such event~~trust, ~~all~~or ~~affected~~(b) ~~subscription~~the ~~rights~~trust ~~will~~has ~~expire~~a ~~without~~valid ~~value,~~election ~~and~~in ~~all excess~~effect ~~subscription~~under ~~payments~~applicable ~~received~~U.S. byTreasury ~~the~~Regulations ~~Subscription~~to ~~Agent will~~ be ~~returned,~~treated ~~without interest or penalty,~~ as ~~soon~~a ~~as practicable following such termination~~U.S. person.

27This summary does not consider all aspects of U.S. federal income taxation that may be relevant to particular U.S. Holders by reason of their particular circumstances, including potential application of the U.S. federal alternative minimum tax, any aspect of state, local or non-U.S. federal tax laws or U.S. federal tax laws other than U.S. federal income tax laws. In addition, this summary is directed only to U.S. Holders who hold our common stock as “capital assets” within the meaning of Section 1221 of the Code and does not address the considerations that may be applicable to particular classes of U.S. Holders, including financial institutions, regulated investment companies, real estate investment trusts, pension funds, insurance companies, broker-dealers, tax-exempt organizations, grantor trusts, partnerships or other pass-through entities and partners or other equity owners in such partnerships or pass-through entities, U.S. Holders whose functional currency is not the U.S. dollar, U.S. Holders who have elected mark-to-market accounting, U.S. Holders who acquired our common stock through the exercise of options or otherwise as compensation, U.S. Holders who hold our common stock as part of a “straddle,” “hedge” or “conversion transaction,” U.S. Holders selling our common stock short, U.S. Holders deemed to have sold our common stock in a “constructive sale,” and U.S. Holders, directly, indirectly or through attribution, of 10% or more (by vote or value) of our outstanding common stock.

~~Table~~Each U.S. Holder should consult with his, her or its own tax advisor as to the particular tax consequences to him, her or it of ~~Contents~~the receipt, ownership, exercise, sale and expiration of subscription rights, including the effects of applicable tax treaties, state, local, foreign or other tax laws and possible changes in the tax laws.

NoIssuance ~~Revocation~~of orSubscription ~~Change~~ Rights

~~Your~~A ~~exercise~~U.S. Holder’s receipt of subscription rights ispursuant ~~irrevocable~~to ~~and~~the ~~may~~rights offering likely will not be ~~cancelled~~taxable orunder ~~modified,~~U.S. ~~even~~federal ifincome tax laws. The distribution of the subscription rights ~~offering~~would isbe ~~extended~~taxable byunder ~~the Board~~U.S. ~~However,~~federal ifincome ~~we amend~~tax ~~the~~laws ~~rights~~if ~~offering~~it towere ~~make~~part of a ~~fundamental~~“disproportionate ~~change~~distribution,” that is, if it were to have the ~~terms~~effect ~~set~~of ~~forth~~the inreceipt ~~this~~of ~~prospectus,~~cash ~~you~~or ~~may~~other ~~cancel~~property ~~your~~by ~~subscription~~some holders of our common stock and ~~receive~~an aincrease ~~refund~~in the proportionate interest of ~~any~~other ~~money~~holders ~~you~~of ~~have~~our ~~advanced~~common stock in our assets or earnings and profits. The following discussion assumes that U.S. Holders will not be subject to U.S. federal income tax upon the receipt of subscription rights pursuant to the Rights Offering.

~~Dilutive Effects of the Rights Offering~~ 34

IfTable ~~you do not exercise any subscription rights, the number~~ of shares of our Common Stock that you own will not change. If you choose not to exercise your subscription rights in full, your percentage ownership of our Common Stock may decrease and your voting and other rights may be diluted by the issuance of shares to others who do choose to exercise their subscription rights. Contents

~~Shareholder~~Tax ~~Rights~~Basis and Holding Period of Subscription Rights

~~You~~A ~~will~~U.S. ~~have~~Holder’s notax basis in subscription rights asreceived apursuant ~~holder~~to the rights offering generally must be determined by allocating such U.S. Holder’s tax basis in his, her or its common stock between such common stock and the subscription rights based on their respective fair market values on the date of the ~~shares~~rights distribution. If the fair market value of ~~our~~the ~~Common~~subscription ~~Stock~~rights ~~you~~is ~~purchase~~less inthan 15% of the fair market value (on the date of distribution) of the common stock with respect to which the rights ~~offering~~are distributed, ifhowever, ~~any~~the U.S. Holder’s tax basis in the subscription rights received pursuant to the Rights Offering will be zero, ~~until~~unless such ~~shares~~U.S. ~~are~~Holder ~~issued~~irrevocably toelects ~~you~~(in ~~through~~his, her or its U.S. federal income tax return for the ~~DRS~~tax ~~or,~~year ifin ~~you~~which ~~hold~~the ~~shares~~subscription ~~through~~rights are received) to allocate a ~~broker,~~portion ~~dealer~~of the tax basis of his, ~~bank~~her or ~~other~~its ~~nominee,~~common ~~your~~stock ~~broker~~to orsuch ~~bank~~subscription ~~has~~rights ~~received~~as described in the ~~shares~~preceding sentence. ~~You~~Tax ~~will~~basis ~~have~~may nonot ~~right~~be allocated to subscription ~~revoke~~rights ~~your~~which ~~subscriptions~~expire ~~after~~without ~~you~~having ~~deliver~~been ~~your~~exercised ~~completed~~at the end of the subscription period. The holding period of subscription rights ~~certificate,~~received pursuant to the ~~full~~ ~~subscription~~rights ~~payment~~offering ~~and~~will ~~any~~include ~~other~~the ~~required~~holding ~~documents~~period of the common stock with respect to which the ~~Subscription~~subscription rights ~~Agent.~~were distributed.

~~Issuance~~Expiration of ~~Shares~~Subscription ~~Acquired in the~~ Rights ~~Offering; Trading Market~~

~~Shares~~If ofa ~~Common~~U.S. ~~Stock~~Holder ~~purchased~~does innot ~~the~~exercise ~~rights~~his, ~~offering~~her or ~~will~~its besubscription ~~issued~~rights ~~only~~prior into ~~book-entry~~the ~~form,~~end ~~and~~of nothe ~~physical~~subscription ~~stock~~period ~~certificates~~and ~~will be issued for~~ such ~~shares~~U.S. IfHolder ~~you~~continues ~~are~~to hold the ~~holder~~common ofstock ~~record~~with ofrespect to ~~our~~which ~~Common~~the ~~Stock~~subscription ~~(whether~~rights ~~you~~were ~~hold~~distributed, ~~share~~such ~~certificates~~U.S. orHolder ~~your~~will ~~shares~~recognize ~~are~~no ~~maintained~~gain inor ~~book-entry~~loss ~~form~~and ~~by our transfer agent~~his, ~~Broadridge~~her ~~Corporate~~or ~~Issuer~~its ~~Solutions,~~tax ~~Inc.),~~basis ~~you~~in ~~will~~the common ~~receive~~stock ~~a statement~~with ofrespect ~~ownership~~to ~~reflecting~~which the ~~shares~~subscription ofrights ~~Common~~were ~~Stock~~distributed ~~purchased~~will inbe ~~the~~equal ~~rights~~to ~~offering~~such inU.S. ~~the~~Holder’s ~~DRS,~~tax asbasis ~~soon~~in assuch common ~~practicable~~stock ~~after~~before ~~the~~receipt ~~expiration~~ of the ~~rights~~subscription ~~offering~~rights. If ~~you~~a ~~hold~~U.S. ~~your~~Holder’s ~~shares~~subscription ~~through~~rights aexpire ~~broker,~~without ~~dealer,~~exercise ~~bank~~after ~~or other nominee,~~the ~~you~~U.S. ~~may~~Holder ~~request~~has adisposed ~~statement~~ of ~~ownership from~~ the ~~holder~~common ofstock ~~your~~with ~~shares~~respect ~~following~~to which the ~~expiration~~subscription ofrights ~~the~~were ~~rights~~distributed, ~~offering~~such U.S. WeHolder ~~will~~likely ~~not~~would recognize ~~issue~~a ~~fractional~~capital ~~shares.~~loss Ifto the ~~number~~extent of ~~subscription~~the ~~rights~~tax ~~you~~basis ~~exercise~~allocated ~~would~~to ~~otherwise~~the ~~permit~~expired ~~you~~subscription torights. ~~purchase~~Such ~~a fraction~~capital ofloss awould ~~share,~~be ~~the~~short-term or ~~number~~long-term ofcapital ~~shares~~loss, ~~that~~depending ~~you~~on ~~may~~the ~~purchase~~U.S. ~~will~~Holder’s beholding ~~rounded~~period ~~down~~with respect to the ~~nearest~~subscription ~~whole~~rights, ~~share.~~determined ~~Any~~as described ~~excess~~in ~~subscription~~“Tax ~~payments~~Basis ~~received~~and byHolding ~~the~~Period of Subscription ~~Agent~~Rights” ~~will~~above. beDeductions ~~returned,~~for ~~without~~capital ~~interest,~~losses asare ~~soon~~subject to aslimitations ~~practicable.~~under the Code.

~~Foreign~~Exercise ~~Shareholders~~of Subscription Rights; Tax Basis and Holding Period of Common Stock

WeA U.S. Holder will not ~~mail~~recognize ~~this~~any ~~prospectus~~gain or ~~rights~~loss ~~certificates~~upon ~~to shareholders with addresses that are outside~~ the ~~United~~exercise ~~States~~of orsubscription ~~that~~rights. ~~have~~A ~~an army post office or foreign post office address~~U.S. ~~The~~Holder’s ~~Subscription~~initial ~~Agent~~tax ~~will~~basis ~~hold~~in ~~subscription~~each ~~rights~~share ~~certificates~~received ~~for~~upon the ~~account~~exercise of ~~such shareholders.~~a ~~To exercise~~ subscription right ~~rights,~~will ~~our~~be ~~foreign~~equal ~~shareholders~~to ~~must notify~~ the ~~Subscription~~sum ~~Agent before 5:00 p.m., Eastern Time, at least two business days before the expiration~~ of the ~~rights~~subscription ~~offering~~price ~~and~~paid ~~demonstrate~~plus to the ~~satisfaction~~U.S. ~~of the~~Holder’s ~~Subscription~~tax ~~Agent~~basis, ~~that~~if ~~the~~any, ~~exercise~~in of such subscription ~~rights~~right, determined ~~does~~as ~~not~~described ~~violate~~in ~~the~~“Tax ~~laws~~Basis ofand ~~the~~Holding ~~jurisdiction~~Period of ~~such~~Subscription ~~shareholder.~~Rights” ~~The deadlines for delivery of subscription materials and payment described~~ above ~~also apply~~.

~~Regulatory~~A ~~Limitation~~U.S. Holder’s holding period for the common stock acquired upon the exercise of a subscription right will begin on the date of exercise.

WeIf ~~will~~a ~~not~~U.S. beHolder ~~required~~exercises toa ~~issue~~subscription right toreceived ~~you~~in ~~shares~~the ofrights ~~our~~offering ~~Common~~after ~~Stock~~disposing ~~pursuant~~of tocommon ~~the~~stock ~~rights~~at ~~offering~~a ifloss, inor ~~our~~if ~~opinion,~~a ~~you~~U.S. ~~are~~Holder ~~required~~disposes toof ~~obtain~~common ~~prior~~stock ~~clearance~~at ora ~~approval~~loss ~~from~~soon after ~~any~~exercising ~~state~~a orsubscription ~~federal~~right, ~~regulatory~~the ~~authorities~~deductibility toof ~~own~~such orloss ~~control~~resulting ~~such~~from ~~shares~~the ~~and~~sale ~~if,~~of at the ~~time~~common ~~the~~stock may be limited under ~~rights~~the ~~offering~~“wash ~~expires,~~sale” ~~you~~rules ~~have~~in ~~not~~Section ~~obtained~~1091 ~~such~~of ~~clearance~~the orCode. ~~approval~~U.S. Holders should consult their tax advisors regarding the potential application of these rules.

28Acquisition, Ownership and Disposition of Common Stock

~~Table~~U.S. Holders are urged to consult their own tax advisors regarding the U.S. federal income tax consequences of ~~Contents~~the acquisition, ownership and disposition of our common stock and the potential application of U.S. information reporting requirements and backup withholding taxes.

~~Fees and Expenses~~ 35

WeTable will pay all fees due to the Subscription Agent and Information Agent, as well as any other expenses we incur in connection with the rights offering. You are responsible for paying any other commissions, fees, taxes or other expenses incurred by you in connection with the exercise, sale or purchase of ~~subscription rights.~~ Contents

NoDESCRIPTION ~~Board~~OF ~~Recommendation to Rights Holders~~ SECURITIES

The ~~Board~~following isdescription of our capital stock ~~making~~and nocertain ~~recommendation~~provisions ~~regarding~~of ~~your~~our ~~exercise~~Second Restated Articles of Incorporation, as amended, the ~~subscription~~Charter, ~~rights.~~and ~~You~~our ~~are~~Second ~~urged~~Restated toBylaws, ~~make~~the Bylaws, ~~your~~are ~~decision~~summaries ~~based~~and onare ~~your~~qualified ~~own~~by ~~assessment~~reference ofto our ~~business~~Charter and Bylaws. Copies of these documents are filed with the ~~rights~~SEC ~~offering.~~as ~~Please~~exhibits to ~~see~~the ~~“Risk~~registration ~~Factors.”~~statement of which this prospectus forms a part.

~~Shares~~Authorized ofCapital ~~Our Common~~ Stock ~~Outstanding After the Rights Offering~~

~~The~~We ~~closing~~are ~~price~~currently authorized to issue 22,000,000 shares of ~~our~~capital ~~Common~~stock, ~~Stock~~consisting ~~on [*]~~of 20,000,000 ~~2017~~shares ~~was~~of ~~$[*]. [*]~~common stock, no par value per share, and 2,000,000 shares of ~~our~~preferred ~~Common~~stock, no ~~Stock~~par ~~were~~value per share. As of October 11, 2022, we had 3,872,134 shares of common stock issued and outstanding onand ~~the~~no ~~record~~shares ~~date.~~of ~~After the~~preferred ~~completion~~stock issued and outstanding. As of ~~the~~October ~~rights~~11, ~~offering~~2022, upthere towere ~~[*]~~70 ~~shares~~holders of ~~Common~~record ~~Stock~~of ~~would~~our becommon ~~outstanding~~stock, ~~assuming~~which ~~full~~do ~~participation~~not include shareholders that beneficially own shares held in ~~the~~street ~~rights~~name ~~offering.~~by brokers or other nominees.

~~Other Matters~~Dividend Rights

WeSubject ~~are~~to ~~not making~~ the prior rights ~~offering in any state or other jurisdiction in which it is unlawful to do so, nor are we distributing or accepting any offers to purchase any shares~~ of ~~our Common Stock from subscription rights~~ holders ~~who are residents~~ of ~~those states or other jurisdictions or who are otherwise prohibited by federal or state laws or regulations from accepting or~~all ~~exercising~~classes ~~the subscription rights. We may delay the commencement~~ of ~~the~~stock ~~rights~~at ~~offering in those states or other jurisdictions, or change~~ the ~~terms~~time ofoutstanding ~~the~~having prior rights ~~offering,~~as ~~in whole or in part, in order~~ to ~~comply with the securities laws or other legal requirements of those states or other jurisdictions. Subject to state securities laws and regulations~~dividends, ~~we also have~~ the ~~discretion~~holders ~~to delay allocation and distribution~~ of ~~any~~common ~~shares~~stock ofare ~~Common~~entitled ~~Stock you may elect~~ to ~~purchase~~receive ~~by exercise of your~~such ~~subscription rights in order to comply with state securities laws. We may decline to make modifications to the terms of the rights offering requested by those states or other jurisdictions~~dividends, inif ~~which case~~any, ifas ~~you~~may ~~are a resident in those states or jurisdictions or if you are otherwise prohibited by federal or state laws or regulations~~ from ~~accepting~~time orto ~~exercising~~time ~~the subscription rights you will not~~ be ~~eligible~~declared toby ~~participate in~~ the ~~rights~~Board ~~offering.~~out ~~However, we are not currently aware~~ of ~~any states~~funds orlegally ~~jurisdictions~~available ~~that would preclude participation in the rights offering~~therefor.

29Voting Rights

~~Table~~Under our Bylaws, holders of ~~Contents~~common stock are entitled to one vote per share, and are entitled to vote upon such matters and in such manner as may be provided by law. Each matter, other than election of directors, properly presented to any meeting shall be decided by a majority of the votes cast on the matter. The Board is classified into three classes if the number of directors is four or more, with said classes to be as equal in number as may be possible, and the directors are elected by a plurality vote.

~~PLAN OF DISTRIBUTION~~ Miscellaneous

OnHolders orof ~~about [*],~~common ~~2017~~stock have no preemptive, conversion, weredemption ~~will~~or ~~distribute~~sinking fund rights. Subject to the ~~subscription~~prior rights ~~and~~of ~~subscription~~holders of all classes of stock at the time outstanding having prior rights ~~certificates~~as to liquidation, holders of ~~shares~~common ofstock, ~~our~~upon ~~Common~~the ~~Stock~~liquidation, ondissolution or winding up of the Company, are entitled ~~record~~to ~~date.~~share Ifequally ~~you~~and ~~wish~~ratably toin ~~exercise~~the ~~your~~remaining ~~subscription~~assets, ~~rights~~if ~~and~~any, ~~purchase~~of the Company. The outstanding shares of ~~our~~common ~~Common~~stock ~~Stock~~are, ~~you~~and ~~should~~the ~~follow~~shares of ~~the~~common ~~procedures~~stock ~~described~~to inbe ~~“The~~offered ~~Rights~~hereby ~~Offering — Method~~when ofissued ~~Exercising~~will ~~Subscription~~be, ~~Rights~~fully paid and non-assessable.” IfThe ~~you~~rights, preferences and privileges of holders ~~have~~of ~~any~~common ~~questions,~~stock ~~you~~are ~~should~~subject ~~contact~~to ~~the~~any ~~Information~~series ~~Agent,~~of ~~Broadridge~~preferred ~~Corporate~~stock ~~Issuer~~that ~~Solutions,~~the ~~Inc.,~~Company bymay ~~email~~authorize ~~at Shareholder@Broadridge.com or~~and byissue ~~telephone~~in ~~at 800-733-1121.~~the future.

ToAuthorized ~~the~~but ~~extent~~Unissued ~~that~~Capital ~~our directors and officers held shares of our Common~~ Stock ~~as of the record date, they will receive the subscription rights and, while they are under no obligation to do so, will be entitled to participate in the rights offering.~~

WeThe ~~have~~authorized ~~agreed~~but tounissued ~~pay~~shares ~~the~~of ~~Subscription~~our ~~Agent~~common stock and ~~Information~~our ~~Agent~~preferred ~~customary~~stock ~~fees~~are ~~plus~~available ~~certain~~for ~~expenses~~future inissuance ~~connection~~without ~~with~~shareholder ~~the~~approval, ~~rights~~subject ~~offering.~~to any limitations imposed by The Nasdaq Capital Market.

WeThese ~~have~~additional ~~not~~shares ~~employed~~may ~~any~~be ~~brokers,~~used ~~dealers~~for ora ~~underwriters in connection with the solicitation~~ variety of ~~exercise~~corporate offinance ~~subscription rights. We do not know of any existing agreements between or among any shareholder~~transactions, ~~broker,~~acquisitions ~~dealer,~~and ~~underwriter~~employee orbenefit ~~agent~~plans. ~~relating~~The toexistence ~~the sale or distribution~~ of ~~the~~authorized ~~Common~~but ~~Stock~~unissued ~~underlying~~and ~~the~~unreserved ~~subscription~~common stock ~~rights.~~and Wepreferred ~~are~~stock ~~not~~could ~~paying~~make ~~any~~more ~~other~~difficult ~~commissions, underwriting fees~~ or ~~discounts~~ indiscourage ~~connection~~an ~~with~~attempt ~~the~~to ~~rights~~obtain ~~offering.~~control ~~Some~~ of ~~our~~us ~~directors~~by ~~and~~means ~~employees~~of ~~may~~a ~~solicit~~proxy ~~responses~~contest, ~~from holders of subscription rights~~tender offer, ~~but~~merger ~~we will not pay them any commissions~~ or ~~special compensation for these activities~~otherwise.

30 36

Table of Contents

~~DESCRIPTION~~Options OFand ~~COMMON~~Other ~~STOCK~~Stock-Based Rights

~~The~~From ~~following~~time isto atime, ~~summary~~we ~~description~~have ofissued ~~the~~and ~~material~~expect to ~~terms~~continue ofto ~~our~~issue ~~Common~~options ~~Stock~~and asother ~~provided~~stock-based inrights, ~~our~~including ~~(i) Second~~restricted ~~Restated~~stock ~~Articles~~units, ofor ~~Incorporation~~RSUs, ~~(our~~to various lenders, investors, advisors, ~~“Articles~~consultants, ofemployees, ~~Incorporation”)~~officers, and ~~(ii) Second~~directors ~~Restated~~of ~~Bylaws (~~our ~~“Bylaws”),~~company. ~~copies~~As of ~~which~~October ~~are~~11, ~~incorporated~~2022 bywe ~~reference~~had asoutstanding ~~exhibits~~options to ~~the~~purchase ~~registration~~an ~~statement~~ aggregate of ~~which~~22,500 ~~this~~shares ~~prospectus~~of ~~forms~~our acommon ~~part.~~stock, ~~For~~with a ~~more~~weighted ~~detailed description~~average ofstrike ~~these~~price ~~securities,~~of ~~you~~$1.70 ~~should~~per ~~read~~share, ~~the~~and ~~applicable~~an ~~provisions~~aggregate of ~~Oregon~~10,333 ~~law~~restricted ~~and~~stock units, under our ~~Articles~~equity ofcompensation ~~Incorporation and our Bylaws~~plans.

~~General~~ Charter and Bylaws

~~Under~~Our ~~our~~Charter ~~Articles~~and ofBylaws ~~Incorporation,~~contain ~~the~~provisions ~~total number of shares of all classes of stock~~ that may wedelay ~~have~~or ~~authority~~prevent toa ~~issue~~change ~~is 22,000,000,~~in ~~consisting of~~control ~~20,000,000 shares~~ of our ~~Common~~company ~~Stock,~~or nochanges ~~par~~in ~~value,~~our ~~and 2~~management,~~000,000~~ ~~shares~~including ofprovisions ~~preferred stock. As of September 30, 2017, there were 2,995,910 shares of Common Stock and no shares of preferred stock outstanding.~~ that:

~~The~~· ~~description~~authorize of“blank ~~our~~check” ~~capital~~preferred stock, iswhich ~~qualified~~could bybe ~~reference~~issued towithout ~~our~~shareholder ~~Articles~~approval ofand ~~Incorporation~~could ~~and~~have ~~our~~voting, ~~Bylaws~~liquidation, ~~which~~dividend, ~~are~~and ~~incorporated~~other byrights ~~reference~~superior ~~as exhibits~~to ~~into~~our ~~the~~common ~~Registration Statement of which this prospectus is part.~~ stock;

~~Common~~· ~~Stock~~create a classified Board whose members serve staggered three-year terms;

~~Subject~~· toestablish ~~the~~an ~~prior~~advance ~~rights~~notice ofprocedure ~~holders~~with ofregard ~~all classes of stock at the time outstanding having prior rights as~~ to ~~dividends,~~nominations ~~the holders~~ of ~~Common~~individuals ~~Stock~~for ~~are entitled~~election to ~~receive such dividends, if any, as may from time to time be declared by the Board out of funds legally available therefor. Under~~ our Bylaws, holders of Common Stock are entitled to one vote per share, and are entitled to vote upon such matters and in such manner as may be provided by law. Each matter, other than election of directors, properly presented to any meeting shall be decided by a majority of the votes cast on the matter. The Board is classified into three classes if the number of directors is four or more, with said classes to be as equal in number as may be possible, and the directors are elected by a plurality vote. Holders of Common Stock have no preemptive, conversion, redemption or sinking fund rights. Subject to the prior rights of holders of all classes of stock at the time outstanding having prior rights as to liquidation, holders of Common Stock, upon the liquidation, dissolution or winding up of the Company, are entitled to share equally and ratably in the remaining assets, if any, of the Company. The outstanding shares of Common Stock are, and the shares of Common Stock to be offered hereby when issued will be, fully paid and non-assessable. The rights, preferences and privileges of holders of Common Stock are subject to any series of preferred stock that the Company may authorize and issue in the future. ;

~~Anti-Takeover~~· ~~Provisions~~provide that vacancies on our Board may be filled only by a majority of directors then in office, even though less than a quorum; and

~~Articles~~· require a two-thirds vote of ~~Incorporation~~ the holders of our common stock to amend specified provisions of our Charter and Bylaws .

~~Our~~Each ~~articles~~of the foregoing provisions will make it more difficult for our existing shareholders to replace our Board as well as for another party to obtain control of ~~incorporation~~our company by replacing our Board. Since our Board has the power to retain and ~~bylaws~~discharge ~~contain~~our officers, these provisions ~~that~~could ~~may~~also ~~delay~~make it more difficult for existing shareholders or ~~prevent~~another party to effect a change in ~~control~~management. In addition, the authorization of undesignated preferred stock makes it possible for our ~~company~~Board to issue preferred stock with voting or ~~changes~~other inrights or preferences that could impede the success of any ~~our~~attempt ~~management,~~to ~~including~~change ~~provisions~~the ~~that:~~control of our company.

•These ~~authorize~~provisions ~~“blank~~are ~~check”~~intended ~~preferred~~to ~~stock,~~enhance ~~which~~the likelihood ~~could~~of becontinued ~~issued~~stability ~~without~~in ~~shareholder~~the ~~approval~~composition of our Board and its policies and to discourage certain types of transactions that may involve an actual or threatened acquisition of our Company. These provisions are also designed to reduce our vulnerability to an unsolicited acquisition proposal and to discourage certain tactics that may be used in proxy rights. However, these provisions could have ~~voting,~~the ~~liquidation,~~effect of ~~dividend,~~discouraging others from making tender offers for our shares and ~~other~~may ~~rights~~have ~~superior~~the toeffect of deterring hostile takeovers or delaying changes in control of our ~~common~~company or our management. As a consequence, these provisions also may inhibit fluctuations in the market price of our stock; that could result from actual or rumored takeover attempts.

~~• create a classified board of directors whose members serve staggered three-year terms;~~37

•Table ~~establish an advance notice procedure with regard to nominations~~ of ~~individuals for election to our board of directors;~~Contents

•Oregon ~~provide~~Business ~~that~~Combination ~~vacancies on our board of directors may be filled only by a majority of directors then in office, even though less than a quorum; and~~Act

• We are ~~require~~subject ato ~~two-thirds~~the ~~vote~~Oregon ofBusiness ~~the~~Combination ~~holders~~Act, ofwhich ~~our~~prohibits ~~Common~~an ~~Stock~~Oregon tocorporation ~~amend~~from ~~specified~~engaging ~~provisions~~in ofany ~~our~~business ~~Articles~~combination ofwith any ~~Incorporation~~interested ~~and~~shareholder ~~Bylaws.~~for three years after the date the shareholder became an interested shareholder, with the following exceptions:

31· before the combination or transaction date, the board of directors of the corporation approved either the business combination or the transaction that resulted in the shareholder becoming an interested shareholder;

~~Table~~· upon completion of ~~Contents~~the transaction that resulted in the shareholder becoming an interested shareholder, the interested shareholder owned at least 85% of the voting stock of the corporation outstanding at the time the transaction began, excluding for purposes of determining the voting stock outstanding (but not the outstanding voting stock owned by the interested shareholder) those shares owned by (i) persons who are directors and also officers and (ii) employee stock plans in which employee participants do not have the right to determine confidentially whether shares held subject to the plan will be tendered in a tender or an exchange offer; or

~~These~~· ~~provisions,~~on ~~alone~~ or ~~together~~after that date, ~~could~~the ~~delay~~business orcombination ~~prevent~~is ~~hostile~~approved ~~takeovers~~by the board of directors and ~~changes~~authorized inat ~~control~~an annual or ~~changes~~ ina ~~our~~special ~~management.~~meeting of the shareholders, and not by written consent, by the affirmative vote of at least 66 2⁄3% of the outstanding voting stock that is not owned by the interested shareholder.

In general, the Oregon Business Combination Act defines “business combination” to include the following:

We· ~~are~~any ~~subject~~merger toor consolidation involving the ~~Oregon~~corporation ~~Business~~or ~~Combination~~any ~~Act,~~direct ~~which~~or ~~prohibits~~indirect anmajority-owned ~~Oregon~~subsidiary of the corporation ~~from~~and ~~engaging~~the ininterested shareholder or any ~~business~~other ~~combination~~corporation, ~~with~~partnership, ~~any~~unincorporated ~~interested shareholder~~association ~~for~~or ~~three~~other ~~years~~entity ~~after~~if the ~~date~~merger ~~the~~or ~~shareholder~~consolidation ~~became~~is ancaused by the interested shareholder, ~~with~~and as a result of such merger or consolidation the ~~following~~transaction ~~exceptions:~~is not excepted as described above;

•· ~~before~~any ~~the~~sale, ~~combination or transaction date~~transfer, ~~the~~pledge ~~board~~or ofother ~~directors~~disposition of(in ~~the~~one ~~corporation~~transaction ~~approved~~or ~~either~~a ~~the~~series) ~~business~~of ~~combination~~10% or ~~the~~more ~~transaction~~of ~~that~~the ~~resulted~~assets inof the ~~shareholder~~corporation ~~becoming~~involving anthe interested shareholder;

•· ~~upon~~subject ~~completion~~to ofcertain ~~the~~exceptions, any transaction that ~~resulted~~results in the ~~shareholder~~issuance ~~becoming~~or antransfer ~~interested~~by ~~shareholder,~~ the ~~interested~~corporation ~~shareholder owned at least 85%~~ of ~~the~~any ~~voting~~ stock of the corporation ~~outstanding~~to at the ~~time the transaction began, excluding for purposes of determining the voting stock outstanding (but not the outstanding voting stock owned by the~~ interested shareholder) those shares owned by (i) persons who are directors and also officers and (ii) employee stock plans in which employee participants do not have the right to determine confidentially whether shares held subject to the plan will be tendered in a tender or an exchange offer; or

•· onany ortransaction ~~after~~involving ~~that date,~~ the ~~business~~corporation ~~combination~~that ishas ~~approved by~~ the ~~board~~effect of ~~directors~~increasing ~~and~~the ~~authorized~~proportionate atshare ~~an annual or a special meeting~~ of the ~~shareholders,~~stock ~~and~~or ~~not~~any byclass ~~written~~or ~~consent,~~series ~~by the affirmative vote~~ of ~~at least 66 2⁄3% of~~ the ~~outstanding~~corporation ~~voting~~beneficially ~~stock that is not~~ owned by the interested shareholder.; or

In· ~~general,~~the receipt by the ~~Oregon~~interested ~~Business~~shareholder ~~Combination~~of ~~Act~~the ~~defines~~benefit ~~“business~~of ~~combination”~~any toloans, ~~include~~advances, guarantees, pledges or other financial benefits by or through the ~~following:~~corporation or any direct or indirect majority-owned subsidiary.

• any merger or consolidation involving the corporation or any direct or indirect majority-owned subsidiary of the corporation and the interested shareholder or any other corporation, partnership, unincorporated association or other entity if the merger or consolidation is caused by the interested shareholder and as a result of such merger or consolidation the transaction is not excepted as described above;38

•Table ~~any sale, transfer, pledge or other disposition (in one transaction or a series)~~ of ~~10% or more of the assets of the corporation involving the interested shareholder;~~Contents

•In ~~subject~~general, tothe ~~certain~~Oregon ~~exceptions,~~Business ~~any~~Combination Act ~~transaction~~defines ~~that~~an ~~results~~“interested inshareholder” ~~the~~as ~~issuance~~an entity or ~~transfer~~a byperson who, together with the ~~corporation~~person’s ofaffiliates ~~any~~and ~~stock~~associates, beneficially ofowns, ~~the~~or ~~corporation~~within three years prior to the time of determination of interested shareholder; status owned, 15% or more of the outstanding voting stock of the corporation.

•Limitation ~~any transaction involving the corporation that has the effect~~ of ~~increasing~~Liability ~~the~~and ~~proportionate share of the stock or any class or series of the corporation beneficially owned by the interested shareholder; or~~Indemnification

•Oregon ~~the~~law ~~receipt~~authorizes byan Oregon corporation to limit the ~~interested~~personal ~~shareholder~~liability of ~~the~~directors ~~benefit~~to ofthe ~~any~~corporation, ~~loans~~its shareholders, ~~advances~~or its creditors for damages for certain actions or failures to act in their capacity as a director. We believe that such a provision is beneficial in attracting and retaining qualified directors, ~~guarantees~~and accordingly, ~~pledges~~our orCharter ~~other~~includes ~~financial~~provisions ~~benefits~~limiting bythe orliability ~~through~~of our directors to the ~~corporation~~fullest orextent ~~any~~permitted ~~direct~~by Oregon orlaw. ~~indirect~~In ~~majority-owned~~addition, ~~subsidiary~~our Charter and Bylaws provide that we may indemnify our officers and directors to the fullest extent permitted by Oregon law.

InInsofar ~~general,~~as ~~the~~indemnification ~~Oregon~~for ~~Business~~liabilities ~~Combination~~arising under ~~Act~~the ~~defines~~Securities anAct ~~“interested~~of ~~shareholder”~~1933, as anamended, ~~entity~~ or athe ~~person~~Securities ~~who~~Act, ~~together~~may ~~with~~be permitted to directors, officers, or persons controlling us under the ~~person’s~~provisions ~~affiliates~~that ~~and~~we ~~associates,~~describe ~~beneficially~~above ~~owns~~or otherwise, orwe ~~within~~have ~~three~~been ~~years~~informed ~~prior~~that toin the ~~time~~opinion of ~~determination~~the ofSEC, ~~interested~~this ~~shareholder~~indemnification ~~status~~is against ~~owned,~~public ~~15%~~policy oras ~~more~~expressed ofin the ~~outstanding~~Securities ~~voting~~Act ~~stock~~and ofis ~~the~~therefore ~~corporation~~unenforceable.

~~Oregon~~Our ~~Control~~Bylaws ~~Share~~also ~~Act~~permit us to purchase and maintain insurance on behalf of any officer or director for any liability arising out of his or her actions in that capacity, regardless of whether our Bylaws would otherwise permit indemnification for that liability.

WeThe ~~are~~above ~~subject~~description toof the indemnification ~~Oregon~~provisions ~~Control~~of ~~Share~~our ~~Act,~~Charter ~~which~~and ~~regulates~~our ~~the~~Bylaws ~~process~~is bynot ~~which~~complete aand ~~person~~is ~~may~~qualified ~~acquire~~in ~~control~~its ofentirety ~~certain~~by ~~Oregon-based~~reference ~~corporations~~to ~~without~~these ~~the~~documents, ~~consent~~each ~~and cooperation~~ of ~~the~~which is ~~corporation’s~~filed ~~board~~as ofan ~~directors.~~exhibit ~~Under~~to ~~the~~this ~~Oregon~~registration ~~Control~~statement ~~Share~~to ~~Act~~which ~~a person~~this ~~who~~prospectus ~~acquires~~forms ~~voting stock in~~ a ~~transaction that results in~~ part.

32The limitation of liability and indemnification provisions in our Charter and Bylaws may discourage shareholders from bringing a lawsuit against directors for breach of their fiduciary duties. They may also reduce the likelihood of derivative litigation against directors and officers, even though an action, if successful, might benefit us and our shareholders. A shareholder’s investment may be harmed to the extent we pay the costs of settlement and damage awards against directors and officers pursuant to these indemnification provisions. Insofar as indemnification for liabilities under the Securities Act may be permitted to directors, officers or persons controlling us pursuant to the foregoing provisions, we have been informed that in the opinion of the SEC such indemnification is against public policy as expressed in the Securities Act and is therefore unenforceable. There is no pending litigation or proceeding naming any of our directors or officers as to which indemnification is being sought, nor are we aware of any pending or threatened litigation that may result in claims for indemnification by any director or officer.

~~Table of Contents~~Listing

~~the~~Our ~~person~~common ~~holding~~stock ~~more~~is ~~than~~listed ~~20%,~~on ~~33 1/3%~~The orNasdaq ~~50% of the total voting power cannot vote the shares it acquires in the acquisition. This~~Capital ~~restriction~~Market ~~does~~under ~~not apply if voting rights are given to~~ the ~~control~~symbol ~~shares by:~~ “SMIT.”

•Transfer ~~the~~Agent ~~holders of a majority of the outstanding voting shares, excluding the control shares held by the acquirer~~ and ~~shares held by our officers and employee directors, and~~Registrar

•The ~~the~~transfer ~~holders~~agent ~~of a majority of the outstanding voting shares, including the control shares held by such person~~ and ~~shares~~registrar ~~held~~for by our ~~officers~~common ~~and~~stock is ~~employee~~Equity ~~directors~~Stock Transfer LLC.

To retain the voting rights attached to acquired shares, these approvals are required at the time an acquirer’s holdings first exceed 20% of the total voting power, and again at the times the acquiring person’s holdings first exceed 33 1/3% and 50%. An acquiring person includes persons acting as a group. 39

~~The~~Table acquirer may, but is not required to, submit to the target company an “acquiring person statement” including specific information about the acquirer and its plans for the corporation. The acquiring person statement may also request that the corporation call a special meeting of shareholders to determine whether the control shares will be allowed to have voting rights. If the acquirer does not request a special meeting of shareholders, the issue of voting rights of control shares will be considered at the next annual or special meeting of shareholders that is held more than 60Contents days after the date of the acquisition of control shares. If the acquirer’s control shares are allowed to have voting rights and represent a majority or more of all voting power, shareholders who do not vote in favor of voting rights for the control shares will have the right to receive the appraised fair value of their shares, which may not be less than the highest price paid per share by the acquirer for the control shares.

~~Shares~~PLAN ~~are~~OF not deemed to be acquired in a control share acquisition if, among other things, they are acquired from the issuing corporation, or are issued pursuant to a plan of merger or exchange effected in compliance with the Oregon Business Corporation Act and the issuing corporation is a party to the merger or exchange agreement. DISTRIBUTION

~~Transfer~~On ~~Agent~~or about [●], 2022 we will distribute the Subscription Rights, Subscription Rights Statement and ~~Registrar~~copies of this prospectus to the holders of our common stock on the Record Date. If your shares are held in the name of a broker, dealer, bank, or other nominee, then you should send your subscription documents, Notice of Guaranteed Delivery (if applicable) and subscription payment to that broker, dealer, bank, or other nominee. If you are the record holder, then you should send your Subscription Rights Statement, Notice of Guaranteed Delivery (if applicable) and payment of your Subscription Price to the Subscription Agent hand delivery, first class mail or courier service to:

~~The~~By ~~transfer~~Overnight ~~agent~~Courier: Equity ~~and~~Stock Transfer LLC ~~registrar~~Attn: ~~for~~Shareholder ~~our~~Services 237 ~~Common~~West 37the St., Suite 602 New York, NY 10018 By USPS: Equity Stock isTransfer ~~Broadridge~~LLC Attn: ~~Corporate~~Shareholder ~~Issuer~~Services 237 ~~Solutions,~~West ~~Inc~~37the St., Suite 602 New York, NY 10018

~~Listing~~See “The Rights Offering—Methods for Exercising Subscription Rights” beginning on page 28.

~~Our~~If ~~Common~~you ~~Stock~~have isany ~~listed~~questions, onyou should contact the ~~Nasdaq~~Information ~~Capital~~Agent, ~~Market~~Equity ~~under~~Stock ~~the~~Transfer, ~~symbol~~at ~~“SMIT.”~~([●])[●] (toll free) or ([●])[●] (international).

33The Subscription Rights are non-transferrable and will not be listed or quoted for trading on the Nasdaq or any other stock exchange or market. Our common stock issuable upon exercise of the Subscription Rights are listed on the Nasdaq under the symbol “SMIT.”

~~Table~~We have agreed to pay the Subscription Agent and Information Agent customary fees plus certain expenses in connection with the Rights Offering. We have not employed any brokers, dealers or underwriters in connection with the solicitation of ~~Contents~~exercise of Subscription Rights, and we do not know of any existing agreements between any shareholder, broker, dealer, underwriter or agent relating to the sale or distribution of our common stock underlying the Subscription Rights. Except as described in this section, we are not paying any other commissions, underwriting fees or discounts in connection with the Rights Offering. Some of our employees may solicit responses from you as a holder of Subscription Rights, but we will not pay our employees any commissions or compensation for these services other than their normal employment compensation. We estimate that our total expenses in connection with the Rights Offering will be approximately $[●].

~~MATERIAL U.S. FEDERAL INCOME TAX CONSEQUENCES~~ 40

~~The~~Table ~~following is a summary~~ of certain material United States Federal income tax consequences of the receipt of rights in this offering and of the exercise, sale or other disposition and expiration of those rights to U.S. holders (as defined below) of our common stock that hold such stock as a capital asset for Federal income tax purposes. This discussion is based upon existing United States Federal income tax law, which is subject to differing interpretations or change (possibly with retroactive effect). This discussion applies only to U.S. holders and does not address all aspects of Federal income taxation that may be important to particular holders in light of their individual investment circumstances or to holders who may be subject to special tax rules, including, without limitation, holders of preferred stock, partnerships (including any entity or arrangement treated as a partnership for Federal income tax purposes), holders who are dealers in securities or foreign currency, foreign persons, insurance companies, tax-exempt organizations, non-U.S. holders, banks, financial institutions, broker-dealers, holders who hold common stock as part of a hedge, straddle, conversion, constructive sale or other integrated security transaction, holders who are subject to the alternative minimum tax, whose functional currency is not U.S. Dollars, or who acquired common stock pursuant to the exercise of compensatory stock options or otherwise as compensation, all of whom may be subject to tax rules that differ significantly from those summarized below. Contents

WeLEGAL have not sought, and will not seek, a ruling from the IRS regarding the Federal income tax consequences of this offering or the related share issuance. The following discussion does not address the tax consequences of this offering or the related share issuance under foreign, state, or local tax laws. Accordingly, each holder of our common stock is urged to consult its tax advisor with respect to the particular tax consequences of this offering or the related share issuance to such holder. MATTERS

~~For~~Certain ~~purposes~~legal ofmatters concerning this ~~description,~~offering were apassed ~~“U.S.~~upon ~~holder” is a holder that is~~ for ~~U.S.~~us ~~federal~~by ~~income~~Olshan ~~tax~~Frome ~~purposes:~~Wolosky LLP.

~~• a citizen or resident of the U.S.;~~41

•Table ~~a corporation or other entity taxable as a corporation that is organized in or under the laws~~ of ~~the U.S. or any political subdivision thereof;~~Contents

~~• an estate the income of which is subject to U.S. federal income taxation regardless of its source; or~~EXPERTS

•The aconsolidated ~~trust~~financial ifstatements aof USchmitt Industries, Inc.S. ~~court~~and issubsidiaries ~~able~~appearing toin ~~exercise~~the ~~primary~~Company’s ~~supervision~~Annual ~~over~~Report ~~the~~on ~~administration~~Form of10-K for the ~~trust~~fiscal ~~and~~year ~~one~~ended orMay ~~more~~31, ~~U.S. persons~~ 2022, have ~~the~~been ~~authority~~audited toby ~~control~~UHY ~~all~~LLP, ~~substantial~~independent ~~decisions~~registered ofpublic ~~the~~accounting ~~trust~~firm, ~~(or~~as ~~the~~set ~~trust~~forth ~~was~~ in ~~existence~~their onreport ~~August 20~~thereon, ~~1996~~included therein, and incorporated ~~validly~~herein ~~elected~~by toreference. ~~continue~~Such toconsolidated befinancial ~~treated~~statements are incorporated herein by reference in reliance upon such report given on the authority of such firm as aexperts ~~U.S.~~in ~~trust)~~accounting and auditing.

The following discussion of certain material United States Federal income tax considerations of the receipt of rights in this offering and of the exercise, sale or other disposition and expiration of those rights is for general information only and is not tax advice. Accordingly, each investor should consult its own tax advisor as to particular tax consequences to it of the receipt of rights in this offering and of the exercise, sale or other disposition and expiration of those rights, including the applicability and effect of any state, local or foreign tax laws, and of any proposed changes in applicable laws. 42

~~Receipt~~Table of ~~the Rights~~ Contents

ItINCORPORATION isOF ~~the opinion of tax counsel that the distribution of the rights should be a non-taxable stock dividend under~~CERTAIN ~~Section 305(a)~~INFORMATION ofBY the Internal Revenue Code of 1986, as amended, or the Code. However, there is a lack of authority directly addressing application of Section 305(a) of the Code to rights offerings, including ones that incorporate backstop commitments by certain shareholders, and thus the application of Section 305(a) of the Code to the distribution of the rights is uncertain. This opinion is not binding on the IRS, or the courts, however. If this opinion is finally determined by the IRS or a court to be incorrect, the fair market value of the rights would be taxable to holders of our common stock as a dividend to the extent of our current and accumulated earnings and profits with any excess being treated as a return of basis to the extent thereof and then as capital gain. REFERENCE

34The SEC, allows us to incorporate by reference information into this prospectus. This means that we can disclose important information to you by referring you to another document filed separately with the SEC. The information incorporated by reference is considered to be a part of this document, except for any information superseded by information that is included directly in this prospectus or incorporated by reference subsequent to the date of this prospectus.

~~Table~~We ofincorporate ~~Contents~~by reference the following documents or information that we have filed with the SEC:

~~The~~· ~~distribution~~Our ofAnnual ~~the~~Report ~~rights~~on ~~would~~Form be10-K ~~taxable~~for ~~as described above under Section 305(b) of~~ the ~~Code~~fiscal ~~if it~~year ~~were~~ended ~~treated~~May ~~as a distribution or part of a series of distributions~~31, ~~including deemed distributions~~2022, ~~that~~filed ~~have~~with the ~~effect~~SEC ofon ~~the~~October ~~receipt~~13, of2022, ~~cash~~as oramended ~~other property~~ by ~~some~~a ofForm ~~our~~10-K/A, ~~stockholders~~filed ~~and~~with ~~an increase in~~ the ~~proportionate~~SEC ~~interest~~on ofOctober ~~other of~~13, ~~our~~2022; ~~stockholders in our assets or earnings~~ and ~~profits. Distributions having this effect are referred to as disproportionate distributions.~~

~~During~~· ~~the last~~Our ~~five~~Current ~~(5) years,~~Reports ~~our common stock has been our sole outstanding class of stock, we have not made any distributions of cash or other property~~ on ~~such~~Form ~~stock,~~8-K ~~and~~filed we have not had any convertible debt outstanding. Nor do we currently intend to issue another class of stock (other than the common stock issued pursuant to this rights offering) or convertible debt or pay any dividends except with ~~respect to~~ the ~~common~~SEC ~~stock.~~on ~~Accordingly,~~June ~~we believe and intend to take the position~~7, ~~and the following discussion assumes (unless explicitly stated otherwise)~~2022, ~~that~~June ~~the subscription rights issued in the rights offering are not part of a disproportionate distribution and~~16, ~~thus~~2022, weJuly ~~will not treat the distribution of the subscription rights to you as a dividend of our earnings and profits that is taxable to you for U.S. federal income tax purposes. However~~20, ~~the disproportionate distribution tax rules are complex~~2022, ~~the~~July ~~determination is highly dependent on the existence or non-existence of certain facts and the interpretation of such facts or absence thereof~~25, ~~and~~2022, asSeptember ~~a result~~20, ~~their~~2022 application is uncertain. Further, the determination of whether the distribution of the subscription rights for our common stock results in the receipt of a dividend depends, in part, on the presence of certain facts and ~~the~~October ~~determination of whether such facts exist cannot be made until the close of our taxable year. Finally~~6, ~~it is possible that the IRS, which is not bound by our determination, could challenge our position~~2022. You should consult with your independent tax advisor if you have any questions regarding the potential application of any provisions of IRC Section 305(b), including any disproportionate distribution concerns.

~~Tax~~We ~~Basis~~also incorporate by reference into this prospectus additional documents we may file with the SEC under Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act after the date hereof but before the completion or termination of this offering (excluding any information not deemed “filed” with the SEC). Any statement contained in a previously filed document is deemed to be modified or superseded for purposes of this prospectus to the extent that a statement contained in this prospectus or in a subsequently filed document incorporated by reference herein modifies or supersedes the statement, and ~~Holding~~any ~~Period~~statement contained in this prospectus is deemed to be modified or superseded for purposes of this prospectus to the ~~Rights~~extent that a statement contained in a subsequently filed document incorporated by reference herein modifies or supersedes the statement.

IfWe ~~the~~will ~~aggregate~~furnish ~~fair~~without ~~market~~charge ~~value~~to ofeach ~~the~~person, including ~~rights~~any atbeneficial ~~the time they are distributed is less than 15% of the aggregate fair market value of our common stock at such time~~owner, ~~the basis of the rights issued~~ to ~~you~~whom ~~should be zero unless you elect to allocate~~ a ~~portion~~prospectus ofsupplement ~~your~~is ~~basis~~delivered, ofon ~~previously~~written ~~owned~~or ~~common~~oral ~~stock to the rights issued to you in this offering. However~~request, ifa ~~the~~copy ~~aggregate fair market value~~ of ~~the rights~~any ~~at the time they are distributed is 15%~~ or ~~more~~all of the documents ~~aggregate~~incorporated ~~fair~~by ~~market~~reference ~~value~~in ofthis ~~our common stock at such time~~prospectus, orincluding ifexhibits ~~you elect~~ to ~~allocate~~these adocuments. ~~portion~~You ofshould ~~your~~direct ~~basis~~any ofrequests ~~previously~~for ~~owned common stock~~ documents to ~~the~~Schmitt ~~rights~~Industries, ~~issued~~Inc., to2765 ~~you~~N.W. inNicolai ~~this offering~~Street, ~~then~~Portland, ~~your~~Oregon ~~basis~~97210-1818, intelephone ~~previously~~number ~~owned~~(503) ~~common~~227-7908. ~~stock~~You ~~should~~may bealso ~~allocated between such common stock and~~ access the ~~rights~~documents ~~based~~incorporated ~~upon~~by ~~the~~reference ~~relative~~in ~~fair~~this ~~market~~prospectus ~~value~~through ofour ~~such~~website ~~common~~at ~~stock~~https://www.schmittindustries.com. ~~and~~Except ~~the~~for ~~rights as of~~ the ~~date of the distribution of the rights.~~specific ~~Thus,~~incorporated ifdocuments ~~such~~listed ~~an allocation is made and the rights are later exercised~~above, ~~the~~no ~~basis~~information inavailable ~~the~~on ~~common~~or ~~stock~~through ~~you~~our ~~originally~~website ~~owned~~shall ~~should~~ be ~~reduced~~deemed ~~by an amount equal~~ to ~~the~~be ~~basis~~incorporated ~~allocated~~in tothis ~~the rights. This election is irrevocable if made and would~~prospectus ~~apply~~or ~~to all of~~ the ~~rights~~registration ~~received pursuant to this offering. The election must be made in a~~ statement ~~attached~~of ~~to your Federal income tax return for the taxable year in~~ which ~~the~~it ~~rights~~forms ~~are~~a ~~distributed~~part.

The fair market value of the subscription rights on the date the subscription rights will be distributed is uncertain, and we have not obtained, and do not intend to obtain, an appraisal of that fair market value. In determining the fair market value of the subscription rights, you should consider all relevant facts and circumstances, including any difference between the subscription price of the subscription rights and the trading price of our Common Stock on the date that the subscription rights are distributed, the length of the period during which the subscription rights may be exercised and the fact that the subscription rights are nontransferable. 43

~~The~~Table ~~holding~~of ~~period for the rights received in this offering should include the holding period for the common stock with respect to which the rights were received.~~ Contents

~~Expiration~~WHERE ofYOU ~~the~~CAN ~~Rights~~FIND MORE INFORMATION

IfWe file annual, quarterly and current reports, proxy statements and other information with the ~~rights~~SEC. ~~expire~~We ~~without~~have ~~exercise~~also ~~while~~filed ~~you~~with ~~continue~~the toSEC ~~hold~~under the ~~shares~~Securities Act of ~~our~~1933, ~~common~~as ~~stock~~amended, a registration statement on Form S-1 with respect to the common stock by this prospectus. This prospectus, which constitutes part of the ~~rights~~registration statement, does not contain all the information set forth in the registration statement or the exhibits and schedules which are ~~received~~part of the registration statement, ~~you~~portions ~~should recognize~~of nowhich ~~loss~~are omitted as permitted by the rules and ~~your~~regulations ~~tax~~of ~~basis~~the SEC. Statements made in this prospectus regarding the contents of any contract or other document are summaries of the material terms of the contract or document. With respect to each contract or document filed as an exhibit to the registration statement, reference is made to the corresponding exhibit. For further information pertaining to us and the common stock ~~with~~offered ~~respect~~by this prospectus, reference is made to the registration statement, including the exhibits and schedules thereto, copies of which may be obtained from the SEC’s Internet site at www.sec.gov. The internet address of the Company is https://www.schmittindustries.com. Information contained on these websites is not a part of, and is not incorporated into, this prospectus, and the inclusion of these website addresses in this prospectus are inactive textual references only.

35 44

Table of Contents

toPART ~~which the rights were received should equal its tax basis before receipt of the rights. If the rights expire without exercise after you have disposed of the shares of our common stock with~~II — INFORMATION ~~respect~~NOT toREQUIRED ~~which~~IN ~~the~~THE ~~rights are received, you should consult your tax advisor regarding your ability to recognize a loss (if any) on the expiration of the rights.~~ PROSPECTUS

~~Exercise~~Item of13. ~~the~~Other ~~Rights;~~Expenses ~~Tax~~of ~~Basis~~Issuance and ~~Holding Period of the Shares~~ Distribution.

The ~~exercise~~following oftable ~~the~~sets ~~rights~~forth ~~received~~all inexpenses, payable ~~this~~by ~~offering~~the ~~should~~registrant ~~not result~~ in ~~any~~connection ~~gain~~with ~~or loss to you. Generally,~~ the ~~tax~~sale ~~basis~~ of ~~our~~its common stock ~~acquired through~~being ~~exercise~~registered. ofAll the ~~rights~~amounts ~~should~~shown beare ~~equal~~estimates to except the ~~sum~~SEC ~~of:~~registration fee.

• the subscription price per whole share; and

	Amount to be Paid
SEC Registration Fee	$	551
Subscription and Information Agent Expenses		$ [●]
Printing Expenses		$ [●]
Accounting Fees and Expenses		$ [●]
Legal Fees and Expenses		$ [●]
Miscellaneous		$ [●]
Total		$ [●]

•We ~~the~~are ~~basis,~~paying ifall ~~any,~~expenses inof the ~~rights~~offering ~~that~~listed above. ~~you~~No ~~exercised,~~portion ~~determined~~of asthese ~~described~~expenses inwill ~~“Tax~~be ~~Basis~~borne ofby ~~the~~our ~~Rights” above~~shareholders.

~~The~~Item ~~holding~~14. ~~period~~Indemnification ~~for a share~~ of ~~our~~Directors ~~common~~and ~~stock acquired upon exercise of a right should begin with the date of exercise~~Officers.

If you exercise a subscription right distributed to you in the rights offering after disposing of the share of our common stock with respect to which such right is received, certain aspects of the tax treatment of the exercise of the right are unclear, including (1) the allocation of tax basis between the common stock previously sold and the right, (2) the impact of such allocation on the amount and timing of gain or loss recognized with respect to the common stock previously sold, and (3) the impact of such allocation on the tax basis of common stock acquired through the exercise of the right. If you exercise a right distributed to you in the rights offering after disposing of the common stock with respect to which the right is received, you should consult your tax advisor as to these uncertainties. Indemnification

~~Sale~~The Company’s Charter and Bylaws permit indemnification of the Company’s directors to the fullest extent permitted by the Oregon Business Corporation Act (the “Oregon Act”) in any threatened, pending or ~~Other~~completed ~~Disposition~~action, suit or proceeding where the director’s involvement arises from the fact that he or she is or was a director of the ~~Rights~~Company. ~~Shares~~The Oregon Act permits a corporation to include a provision in its articles of incorporation that eliminates personal liability of directors to the corporation and its shareholders for monetary damages for conduct as directors, except that no provision may eliminate or limit a director’s liability for (a) breach of the director’s duty of loyalty to the corporation or its shareholders, (b) acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (c) an unlawful payment of a dividend or repurchase of stock or (d) any transaction from which the director derived an improper personal benefit. The Company’s Bylaws also permit the Company, by action of the Board of Directors, to provide indemnification to and pay the expenses of officers, employees and agents of the Company.

IfThe ~~a U.S.~~Company ~~holder~~has ~~sells~~obtained orinsurance ~~otherwise~~protecting ~~disposes~~officers ofand ~~the~~directors ~~shares~~against ~~received~~specified asliabilities awhich ~~result~~they ofmay ~~exercising~~incur ain ~~right,~~their ~~such~~capacities ~~U.S. holder’s gain or loss recognized upon that sale or other disposition should be a capital gain or loss assuming the share is held~~ as ~~a capital~~officers ~~asset at the time of sale. This gain~~ or ~~loss should be long-term if the share has been held at the time of sale for more than one year~~directors. For this purpose, your holding period in subscription rights distributed to you will include your holding period in the shares of Common Stock with respect to which the subscription rights were distributed. The holding period for subscription rights that were purchased begins upon the purchase.

~~Additional~~Insofar ~~Tax~~as onindemnification ~~Net~~for ~~Investment~~liabilities ~~Income~~arising under the Securities Act may be permitted to our directors, officers, and controlling persons pursuant to the foregoing provisions, or otherwise, we have been advised that in the opinion of the SEC such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable.

An additional 3.8% federal tax is imposed on the net investment income of certain U.S. citizens and residents subject to taxation at the higher federal income tax brackets and on the undistributed net investment income of certain estates and trusts. Among other items, net investment income generally includes gross income from dividends and net gain from the disposition of property, such as the subscription rights and the Common Stock, less certain deductions. You should consult your tax advisor with respect to this additional tax. II-1

~~Information~~Table ~~Reporting~~of ~~and Backup Withholding~~ Contents

~~Payments~~Item ~~made~~15. toRecent ~~you~~Sales of ~~proceeds~~Unregistered ~~from the sale of rights shares may be subject to information reporting to the IRS and possible U~~Securities.S. federal backup withholding. Backup withholding should not apply if you furnish a correct taxpayer identification number (certified on the IRS Form W-9) or otherwise establish that you are exempt from backup withholding. Backup withholding is not an additional tax. Amounts withheld as backup withholding may be credited against your U.S. federal income tax liability.

~~You may obtain a refund of any excess amounts withheld under the backup withholding rules by filing the appropriate claim for refund with the IRS and furnishing any required information~~None.

36Item 16. Exhibits.

~~Table~~Exhibits ofand ~~Contents~~Financial Statement Schedules.

Tax Consequences to the Company

2.1	Asset Purchase Agreement, dated June 29, 2020, by and among Ample Hills Acquisition LLC, Ample Hills Holdings, Inc., Ample Hills Creamery, Inc., and the Ample Hills subsidiaries. [Form 8-K filed on July 15, 2020, Exhibit 2.1]

3.1	Second Restated Articles of Incorporation of Schmitt Industries, Inc. [Form 10-K for the fiscal year ended May 31, 1998, Exhibit 3(i)]

3.2	Articles of Amendment to Articles of Incorporation of Schmitt Industries, Inc. [Form 8-K filed on July 2, 2019, Exhibit 3.1]

3.3	Articles of Amendment to Articles of Incorporation of Schmitt Industries, Inc. [Form 8-K filed on January 27, 2021, Exhibit 3.1]

3.4	Second Restated Bylaws of Schmitt Industries, Inc. [Form 10-K for the fiscal year ended May 31, 1998, Exhibit 3(ii)]

4.1	See exhibits 3.1 and 3.2 for provisions of the Articles of Incorporation and Bylaws defining the rights of security holders.

5.1**	Opinion of Olshan Frome Wolosky LLP.

10.1	Schmitt Industries, Inc. 2014 Equity Incentive Plan. [Appendix A to Schedule 14A filed on August 26, 2014]

10.2	Asset Purchase Agreement and Stock Purchase Agreement dated October 9, 2019. [Form 8-K filed on October 11, 2019, Exhibit 1.01(A)]

10.3	Transition Services Agreement, dated November 22, 2019 between the Company and Tosei America, Inc. [Form 8-K filed on November 27, 2019, Exhibit 99.1]

10.4	Lease Agreement, dated November 22, 2019 between the Company and Tosei America, Inc. [Form 8-K filed on November 27, 2019, Exhibit 99.2]

10.5	Employment Agreement for Jamie Schmidt dated January 14, 2020. [Form 8-K filed on January 16, 2020, Exhibit 10.1]

10.6	Promissory Note, dated August 3, 2020. [Form 10-K for the fiscal year ended May 31, 2020, Exhibit 10.6]

10.7	Promissory Note, dated August 3, 2020. [Form 10-K for the fiscal year ended May 31, 2020, Exhibit 10.7]

10.8	Multi-Tenant Net Lease dated October 1, 2020 between Humboldt Street Collective, LLC and Schmitt Industries, Inc. [Form 10-Q for the fiscal quarter ended August 31, 2020, Exhibit 10.1]

10.9	Chief Executive Officer Agreement dated September 30, 2020 between Schmitt Industries, Inc. and Michael R. Zapata. [Form 10-Q for the fiscal quarter ended August 31, 2020, Exhibit 10.2]

10.10	Chief Financial Officer Agreement dated November 16, 2020 between Schmitt Industries, Inc. and Philip Bosco. [Form 10-Q for the fiscal quarter ended November 30, 2020, Exhibit 10.3]

10.11	Multi-Tenant Net Lease dated December 1, 2020 between Humboldt Street Collective, LLC and Schmitt Industries, Inc. [Form 10-Q for the fiscal quarter ended November 30, 2020, Exhibit 10.4]

10.12	Real Estate Purchase and Sale Agreement, dated October 14, 2021, between Schmitt Industries, Inc. and Sierra Auto Properties LLC. [Form 8-K filed on November 17, 2021, Exhibit 10.1]

10.13	Secured Grid Promissory Note, dated April 13, 2022, in favor of Sententia Capital Management LLC. [Form 10-Q for the fiscal quarter ended February 28, 2022, Exhibit 10.1]

10.14	Sales Agreement, dated May 20, 2022, between the Company and Roth Capital Partners, LLC. [Form 8-K filed May 20, 2022, Exhibit 10.1]

10.15	Real Estate Purchase and Sale Agreement, dated June 2, 2022, between Schmitt Industries, Inc. and Tofte Farms, LLC. [Form 8-K filed June 7, 2022, Exhibit 10.1]

21.1	Subsidiaries of Schmitt Industries, Inc. as of May 31, 2022. [Form 10-K filed October 12, 2022, Exhibit 21.1]

23.1*	Consent of Independent Registered Public Accounting Firm.

23.2**	Consent of Olshan Frome Wolosky LLP, (included in Exhibit 5.1).

24.1	Powers of Attorney (included in the signature pages hereto).

99.1**	Form of Instructions as to Use of Subscription Rights Statements

99.2**	Form of Letter to Shareholders who are Record Holders

99.3**	Form of Letter to Brokers, Dealers, Banks and Other Nominees

99.4**	Form of Broker Letter to Clients who are Beneficial Holders

As of May 31, 2017, we had Net Operating Losses (“NOLs”) of approximately $4.0 million for U.S. federal income tax purposes. Under the Code, an “ownership change” with respect to a corporation could limit the amount of preII-ownership change NOLs and certain other tax assets that the corporation may utilize after the ownership change to offset future taxable income, possibly reducing the amount of cash available to the Company to satisfy its obligations. An ownership change generally would occur if the aggregate stock ownership of beneficial owners of at least 5% of our stock increases by more than 50 percentage points over the preceding rolling three-year period. Because not all shareholders may exercise their basic subscription rights in full, the purchase of shares of our Common Stock could result in a shift in this beneficial ownership that could trigger an ownership change with respect to our stock. 2

IfTable ~~there is an ownership change with respect to our stock, the amount~~ of annual limitation on the utilization of our pre-ownership-change NOLs and certain other tax assets generally would be equal to the value of our stock immediately before the ownership change multiplied by the applicable adjusted federal long-term tax-exempt rate. It is not possible at this time to determine whether the rights offering would constitute an ownership change under the Code. If all shareholders do not exercise their basic subscription rights in full, the rights offering may result in limitations on our ability to utilize our NOLs in the future. Contents

THE PRECEDING DISCUSSION OF MATERIAL U.S. FEDERAL INCOME TAX CONSEQUENCES IS NOT TAX ADVICE. HOLDERS OF RIGHTS AND SHARES OF OUR COMMON STOCK SHOULD CONSULT THEIR OWN TAX ADVISORS REGARDING THE APPLICATION OF THE U.S. FEDERAL INCOME TAX LAWS TO THEIR PARTICULAR SITUATIONS AND THE CONSEQUENCES UNDER FEDERAL ESTATE AND GIFT TAX LAWS, FOREIGN, STATE AND LOCAL LAWS AND TAX TREATIES OF THE RECEIPT, OWNERSHIP AND EXERCISE OF RIGHTS AND THE ACQUISITION, OWNERSHIP AND DISPOSITION OF SHARES OF OUR COMMON STOCK ACQUIRED UPON EXERCISE OF RIGHTS.

99.5**	Form of Beneficial Owner Election Form

99.6**	Form of Nominee Holder Certification

99.7**	Form of Notice of Guaranteed Delivery

37* Filed herewith.

~~Table~~** ofTo ~~Contents~~be filed by amendment.

~~LEGAL~~Item ~~MATTERS~~17. Undertakings.

~~Unless~~(a) ~~otherwise~~The ~~indicated,~~undersigned ~~the~~registrant ~~validity~~hereby ~~of the Common Stock offered by this prospectus will be passed upon for us by Holland & Knight LLP, Portland, Oregon.~~ undertakes:

~~EXPERTS~~(1) To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:

~~The consolidated financial statements of Schmitt Industries, Inc~~i. ~~incorporated~~To ininclude ~~this~~any ~~Registration~~prospectus ~~Statement~~required ~~on Form S-1~~ by ~~reference~~section ~~from Schmitt Industries, Inc.’s Annual Report on Form~~ 10-K(a)(3) ~~for~~of the ~~year~~Securities ~~ended~~Act May 31, 2017 have been audited by Moss Adams LLP, an independent registered public accounting firm, as stated in their report which is incorporated herein by reference. Such consolidated statements have been so incorporated in reliance upon the report of ~~such firm given upon their authority as experts in accounting and auditing.~~ 1933;

~~WHERE~~ii. ~~YOU~~To ~~CAN~~reflect ~~FIND~~in ~~MORE~~the ~~INFORMATION~~prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the SEC pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than 20% change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement.

Weiii. ~~are~~To ainclude ~~reporting~~any ~~company~~material ~~and file annual, quarterly and current reports, proxy statements and other~~ information with ~~the SEC. We have filed with the SEC a registration statement on Form S-1 under the Securities Act of 1933, with~~ respect to the ~~Common~~plan ~~Stock~~of ~~and~~distribution ~~subscription rights being offered under this prospectus. This prospectus does~~ not ~~contain~~previously ~~all~~disclosed ~~of the information set forth~~ in the registration statement ~~and~~or ~~the~~any ~~exhibits~~material change to ~~the~~such ~~registration statement. For further~~ information ~~with~~in ~~respect to us and~~ the ~~securities being offered under this prospectus, we refer you to the~~ registration statement and the exhibits and schedules filed as a part of the registration statement. You may read and copy the registration statement, as well as our reports, proxy statements and other information, at the SEC’s Public Reference Room at 100 F Street, N.E., Washington, D.C. 20549. Please call the SEC at 1-800-SEC-0330 for more information about the operation of the Public Reference Room. The SEC maintains an Internet site that contains reports, proxy and information statements, and other information regarding issuers that file electronically with the SEC. The SEC’s Internet site can be found at http://www.sec.gov. You can also obtain copies of materials we file with the SEC from our Internet website found at www.schmitt-ind.com. The information contained in our website is not a part of this prospectus. ;

38provided, however, that paragraphs (a)(1)(i), (ii), and (iii) of this section do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in reports filed with or furnished to the Commission by the registrant pursuant to section 13 or section 15(d) of the Securities Exchange Act of 1934 (15 U.S.C. 78m or 78o(d)) that are incorporated by reference in the registration statement is contained in a form of prospectus filed pursuant to §230.424(b) of this chapter that is part of the registration statement.

~~Table~~(2) That, for the purpose of ~~Contents~~determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

~~INCORPORATION OF CERTAIN INFORMATION BY REFERENCE~~ II-3

~~The~~Table ~~SEC~~of allows us to “incorporate by reference” information into this prospectus, which means that we can disclose important information to you by referring you to another document filed separately with the SEC. The documents incorporated by reference into this prospectus contain important information that you should read about us. Contents

~~The~~(3) ~~following~~To ~~documents~~remove ~~are~~from ~~incorporated~~registration by ~~reference~~means ~~into~~of ~~this~~a ~~prospectus:~~post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

(a4) ~~our~~That, ~~Annual~~for ~~Report~~the onpurpose ~~Form~~of ~~10-K~~determining ~~for~~liability under the ~~fiscal~~Securities ~~year~~Act ~~ended~~of ~~May~~1933 31to any purchaser, ~~2017~~each prospectus filed pursuant to Rule 424(b) as part of a registration statement relating to an offering, other than registration statements relying on Rule 430B or other than prospectuses filed ~~with~~in reliance on Rule 430A, shall be deemed to be part of and included in the ~~SEC~~registration onstatement ~~August~~as 15of the date it is first used after effectiveness. Provided, ~~2017;~~however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such first use, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such date of first use.

(b5) ~~our~~That, ~~Quarterly~~for ~~Report~~the onpurpose ~~Form~~of ~~10-Q~~determining ~~for~~liability of the ~~fiscal~~registrant ~~quarter~~under ~~ended~~the ~~August~~Securities 31Act of 1933 to any purchaser in the initial distribution of the securities, ~~2017~~the undersigned registrant undertakes that in a primary offering of securities of the undersigned registrant pursuant to this registration statement, ~~filed~~regardless ~~with~~of the ~~SEC~~underwriting onmethod ~~October~~used 13to sell the securities to the purchaser, ~~2017;~~if the securities are offered or sold to such purchaser by means of any of the following communications, the undersigned registrant will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser:

~~(c)~~i. ~~our~~Any ~~Current~~preliminary ~~Report~~prospectus onor ~~Form~~prospectus ~~8-K,~~of ~~filed~~the ~~with~~undersigned registrant relating to the ~~SEC~~offering onrequired ~~October~~to 6,be ~~2017~~filed pursuant to Rule 424;

~~(d)~~ii. ~~our~~Any ~~Current~~free ~~Report~~writing onprospectus ~~Form~~relating ~~8-K,~~to ~~filed~~the ~~with~~offering ~~the~~prepared ~~SEC~~by or on ~~October~~behalf ~~11,~~of ~~2017;~~the ~~and~~undersigned registrant or used or referred to by the undersigned registrant;

~~(e)~~iii. ~~our~~The ~~Proxy~~portion ~~Statement~~of onany ~~Schedule~~other ~~14A,~~free ~~filed~~writing ~~with~~prospectus relating to the ~~SEC~~offering containing material information about the undersigned registrant or its securities provided by or on ~~August~~behalf ~~28,~~of ~~2017.~~the undersigned registrant; and

~~All~~iv. ~~documents~~Any ~~subsequently filed by us (~~other ~~than~~communication ~~current reports furnished under Item 2.02 or Item 7.01 of Form 8-K and exhibits filed on such form~~ that ~~are~~is ~~related~~an tooffer ~~such~~in ~~items unless such Form 8-K expressly provides to~~ the contrary) with the SEC pursuant to Section 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934, as amended, including those made after the date of the initial filing of the registration statement of which this prospectus forms a part and prior to effectiveness of such registration statement, until we file a post-effective amendment that indicates the termination of the offering ~~of the Common Stock~~ made by ~~this~~the ~~prospectus~~undersigned ~~are~~registrant ~~deemed~~ to ~~be incorporated by reference into this prospectus. Such future filings will become a part of this prospectus from~~ the ~~respective dates that such documents are filed with the SEC~~purchaser.

~~Any~~(b) ~~statement~~The ~~contained~~undersigned ~~herein~~registrant orhereby inundertakes athat, ~~document~~for ~~incorporated~~purposes orof ~~deemed~~determining toany beliability ~~incorporated~~under bythe ~~reference~~Securities ~~herein~~Act ~~shall~~of be1933, ~~deemed~~each tofiling beof ~~modified~~the orregistrant’s ~~superseded~~annual ~~for purposes~~report ~~hereof~~pursuant to ~~the~~section ~~extent~~13(a) ~~that~~or ~~such~~section ~~statement~~15(d) ~~contained~~of ~~herein~~the orSecurities inExchange ~~any~~Act ~~other~~of ~~subsequently~~1934 ~~filed~~(and, ~~document~~where applicable, ~~which~~each isfiling ~~also~~of ~~incorporated~~an oremployee ~~deemed~~benefit plan’s annual report pursuant to besection ~~incorporated~~15(d) ~~herein,~~of ~~modifies~~the orSecurities ~~supersedes~~Exchange ~~such~~Act ~~statement.~~of ~~Any~~1934) ~~such~~that ~~statement~~is soincorporated ~~modified~~by ~~or superseded~~reference ~~shall~~in ~~not~~the registration statement shall be deemed, ~~except~~to asbe soa ~~modified~~new orregistration ~~superseded,~~statement relating to ~~constitute~~the asecurities ~~part~~offered therein, and the offering of ~~this~~such ~~prospectus.~~securities at that time shall be deemed to be the initial bona fide offering thereof.

~~The~~(c) ~~documents~~Insofar ~~incorporated~~as byindemnification ~~reference into~~for ~~this~~liabilities ~~prospectus~~arising ~~are~~under ~~also~~the ~~available~~Securities onAct ~~our~~of ~~corporate~~1933 ~~website~~may ~~at www.schmitt-ind.com under~~be permitted to directors, officers and controlling persons of the ~~heading~~registrant ~~“Investors.”~~pursuant ~~Information~~to ~~contained~~the onforegoing provisions, or otherwise, the registrant has been advised that ~~can~~in bethe ~~accessed~~opinion ~~through,~~of ~~our website~~the Securities and Exchange Commission such indemnification is ~~not~~against ~~part~~public ofpolicy ~~this~~as ~~prospectus,~~expressed in the Act and ~~you~~is, ~~should~~therefore, ~~not~~unenforceable. ~~consider~~In ~~information~~the onevent ~~our~~that ~~website~~a toclaim befor ~~part~~indemnification ofagainst ~~this~~such ~~report~~liabilities ~~unless~~(other ~~specifically~~than ~~incorporated~~the ~~herein~~payment by ~~reference~~the ~~You~~registrant ~~may~~of ~~obtain~~expenses ~~copies~~incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or ~~all~~proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the ~~documents~~matter ~~incorporated~~has been settled by ~~reference~~ incontrolling ~~this~~precedent, ~~prospectus~~submit ~~from~~to usa ~~free~~court of ~~charge~~appropriate jurisdiction the question whether such indemnification by ~~requesting~~it ~~them~~is against public policy as expressed in ~~writing~~the orAct byand ~~telephone~~will atbe governed by the ~~following~~final ~~address:~~adjudication of such issue.

~~Schmitt Industries, Inc.~~ II-4

~~2765~~Table NWof ~~Nicolai Street~~ Contents

~~Portland, Oregon 97210~~ SIGNATURES

~~Attention:~~Pursuant to the requirements of the Securities Act of 1933, as amended, ~~Corporate~~the ~~Secretary~~Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-1 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Portland, State of Oregon on October 12, 2022.

~~Telephone~~SCHMITT INDUSTRIES, INC. By: ~~(503) 227-7908~~/s/ Michael R. Zapata Michael R. Zapata, President and Chief Executive Officer

39POWER OF ATTORNEY

~~Table~~KNOW ALL PERSONS BY THESE PRESENTS that each individual whose signature appears below hereby constitutes and appoints Michael R. Zapata and Philip Bosco and each of ~~Contents~~them, as his or her true and lawful attorney-in-fact and agent with full power of substitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments, including post-effective amendments, to this registration statement, and to sign any registration statement for the same offering covered by this registration statement that is to be effective upon filing pursuant to Rule 462(b) promulgated under the Securities Act of 1933, as amended, increasing the number of securities for which registration is sought, and all post-effective amendments thereto, and to file the same, with all exhibits thereto and all documents in connection therewith, making such changes in this registration statement as such attorney-in-fact and agent so acting deem appropriate, with the SEC, granting unto said attorney-in-fact and agent, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done with respect to the offering of securities contemplated by this registration statement, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agent or any of them, or his, her or their substitute or substitutes, may lawfully do or cause to be done or by virtue hereof.

~~[●]~~Pursuant to the requirements of the Securities Act of 1933, ~~2017~~as amended, this Registration Statement on Form S-1 has been signed below by the following persons in the capacities and on the dates indicated.

SCHMITT INDUSTRIES, INC.

Signature	Title	Date

/s/ Michael R. Zapata	President, Chief Executive Officer and Executive Chairman (Principal Executive Officer)	October 12, 2022
Michael R. Zapata

/s/ Philip Bosco	Chief Financial Officer and Treasurer (Principal Financial Officer and Principal Accounting Officer)	October 12, 2022
Philip Bosco

/s/ Charles Davidson	Director	October 12, 2022
Charles Davidson

/s/ Alexandre Zyngier	Director	October 12, 2022
Alexandre Zyngier

~~NONTRANSFERABLE SUBSCRIPTION RIGHTS TO PURCHASE~~ II-5

UP TO [●] SHARES OF COMMON STOCK

PROSPECTUS

We have not authorized any dealer, salesperson or other person to give you written information other than this prospectus or to make representations as to matters not stated in this prospectus. You must not rely on unauthorized information. This prospectus is not an offer to sell these securities or our solicitation of your offer to buy these securities in any jurisdiction where that would not be permitted or legal. Neither the delivery of this prospectus nor any sales made hereunder after the date of this prospectus shall create an implication that the information contained herein or the affairs of the Company have not changed since the date of this prospectus.

PART II — INFORMATION NOT REQUIRED IN PROSPECTUS

Item 13. Other Expenses of Issuance and Distribution.

The following is an itemization of all expenses (subject to future contingencies) incurred or to be incurred by us in connection with the issuance and distribution of the securities being offered. All items below are estimates. The registrant will pay all of such expenses.

Securities and Exchange Commission registration fee $ Accounting and advisor fees and expenses $ Legal fees and expenses $ Subscription agent fees and expenses $ Printing fees $ Total $

Item 14. Indemnification of Directors and Officers.

The Company’s Articles of Incorporation and Bylaws permit indemnification of the Company’s directors to the fullest extent permitted by the Oregon Business Corporation Act (the “Oregon Act”) in any threatened, pending or completed action, suit or proceeding where the director’s involvement arises from the fact that he or she is or was a director of the Company. The Oregon Act permits a corporation to include a provision in its articles of incorporation that eliminates personal liability of directors to the corporation and its shareholders for monetary damages for conduct as directors, except that no provision may eliminate or limit a director’s liability for (a) breach of the director’s duty of loyalty to the corporation or its shareholders, (b) acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (c) an unlawful payment of a dividend or repurchase of stock or (d) any transaction from which the director derived an improper personal benefit. The Company’s Bylaws also permit the Company, by action of the Board of Directors, to provide indemnification to and pay the expenses of officers, employees and agents of the Company.

The Company has obtained insurance protecting officers and directors against specified liabilities which they may incur in their capacities as officers or directors.

Item 15. Recent Sales of Unregistered Securities

None.

Item 16. Exhibits and Financial Statement Schedules.

The exhibits and financial statement schedules filed as part of this registration statement are as follows:

(a) List of Exhibits.

The exhibits to the registration statement are listed in the Exhibit Index attached hereto and incorporated by reference herein.

(b) Financial Statement Schedules.

No financial statement schedules are filed because the required information is not applicable or is included in the consolidated financial statements or related notes.

Item 17. Undertakings.

The undersigned registrant hereby undertakes:

(1) To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:

(i) To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933;

(ii) To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than 20% change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement; and

(iii) To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement;

(2) That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

(4) That, for the purpose of determining liability under the Securities Act to any purchaser, each prospectus filed pursuant to Rule 424(b) as part of a registration statement relating to an offering, other than registration statements relying on Rule 430B or other than prospectuses filed in reliance on Rule 430A, shall be deemed to be part of and included in the registration statement as of the date it is first used after effectiveness; provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such first use, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such date of first use.

(5) That, for the purpose of determining liability of the registrant under the Securities Act to any purchaser in the initial distribution of the securities, the undersigned registrant undertakes that in a primary offering of securities of the undersigned registrant pursuant to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, the undersigned registrant will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser:

(i) Any preliminary prospectus or prospectus of the undersigned registrant relating to the offering required to be filed pursuant to Rule 424;

(ii) Any free writing prospectus relating to the offering prepared by or on behalf of the undersigned registrant or used or referred to by the undersigned registrant;

(iii) The portion of any other free writing prospectus relating to the offering containing material information about the undersigned registrant or its securities provided by or on behalf of the undersigned registrant; and

(iv) Any other communication that is an offer in the offering made by the undersigned registrant to the purchaser.

(6) That, for purposes of determining any liability under the Securities Act of 1933, each filing of the registrant’s annual report pursuant to Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the Securities Exchange Act of 1934) that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(7) Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act, and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue.

EXHIBIT INDEX

Exhibits marked with an asterisk (*) are incorporated by reference to exhibits or appendices previously filed with the Securities and Exchange Commission, as indicated by the references in brackets. All other exhibits are filed herewith or are to be filed by amendment, if so noted below.

Number		Description
*2.1		Asset Purchase Agreement between Schmitt Industries, Inc., and Glenn Valliant, an individual doing business as Optical Dimensions, dated September 30, 2009. [Form 10-Q for the fiscal quarter ended November 30, 2009, Exhibit 2.1]
*3.1		Second Restated Articles of Incorporation of Schmitt Industries, Inc. [Form 10-K for the fiscal year ended May 31, 1999, Exhibit 3(i)]
*3.2		Second Restated Bylaws of Schmitt Industries, Inc. [Form 10-K for the fiscal year ended May 31, 1999, Exhibit 3(ii)]
4.1		Form of Rights Certificate.
4.2		Form of Notice to Stockholders who are Record Holders.
4.3		Form of Notice to Stockholders who are Acting as Nominees.
4.4		Form of Notice to Clients of Stockholders who are Acting as Nominees.
4.5		Form of Notice of Guaranteed Delivery.
4.6		Form of Beneficial Owner Election Form.
4.7		Form of Nominee Holder Election Form.
5.1		Opinion of Holland & Knight regarding Legality
*10.1+		Schmitt Industries, Inc. 2004 Stock Option Plan. [Appendix B to Schedule 14A filed on August 23, 2004]
*10.2+		Schmitt Industries, Inc. 2014 Equity Incentive Plan. [Appendix A to Schedule 14A filed on August 26, 2014]
23.1		Consent of Moss-Adams LLP.
23.2		Consent of Holland & Knight LLP (included in the Exhibit 5.1).

+ Management contract or compensatory plan or arrangement required to be filed as an exhibit to this registration statement.

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized in Portland, Oregon on November 3, 2017.

Schmitt Industries, Inc. (Registrant) By: /s/ David M. Hudson Name: David M. Hudson Title: President and Chief Executive Officer (Principal Executive Officer)

POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints David M. Hudson and Ann M. Ferguson, and each of them, as his or her true and lawful attorney-in-fact and agent with full power of substitution, for him or her in any and all capacities, to sign any and all amendments to this registration statement (including post-effective amendments) and any registration statement related thereto filed pursuant to Rule 462(b) increasing the number of securities for which registration is sought, and to file the same, with all exhibits thereto and other documents in connection therewith, with the SEC, granting unto said attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully for all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent, or his or her substitute, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/ David M. Hudson David M. Hudson	Director, President and Chief Executive Officer (Principal Executive Officer)	November 3, 2017
/s/ Ann M. Ferguson Ann M. Ferguson	Chief Financial Officer and Treasurer (Principal Financial and Accounting Officer)	November 3, 2017
/s/ Maynard Brown Maynard Brown	Director	November 3, 2017
/s/ Charles Davidson Charles Davidson	Director	November 3, 2017
/s/ Michael J. Ellsworth Michael J. Ellsworth	Chairman of the Board	November 3, 2017

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