UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of

the Securities Exchange Act of 1934

Date of Report (Date of Earliest Event Reported): ~~October~~November 2514, 2022

SCHMITT INDUSTRIES, INC.

(Exact name of registrant as specified in its charter)


Oregon	001-38964	93-1151989
(State or other jurisdiction of incorporation or organization)	(Commission File Number)	(I.R.S. Employer Identification Number)

2765 N.W. Nicolai Street Portland, Oregon		97210-1818
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: (503) 227-7908

Not Applicable

Former name or former address, if changed since last report

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

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

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

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

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock – no par value	SMIT	NASDAQ Capital Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 15.0102. ~~Entry~~Departure ~~Into~~of ~~Material~~Directors ~~Definitive~~or ~~Agreement~~Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

OnEffective ~~October~~November 2514, 2022, ~~Schmitt~~the ~~Industries,~~Board ~~Inc., an~~of ~~Oregon~~Directors ~~corporation~~ (the “~~Company~~Board”), of ~~issued~~Schmitt aIndustries, ~~Promissory~~Inc. ~~Note~~ (the “~~Note~~Registrant”) inappointed ~~favor~~Kristi ofFrank ~~Sententia~~to ~~Capital Management LLC (“Sententia”) in~~ the ~~principal~~Board. ~~amount of $1,000,000 as a bridge financing for the Company~~Ms. InFrank’s ~~connection~~initial ~~with~~term ~~the~~as ~~Note,~~director ~~the~~will ~~Company~~expire ~~also~~at ~~entered into a Security Agreement (~~the ~~“Security~~Registrant’s ~~Agreement”), dated October 25,~~ 2022, ~~among~~Annual ~~the~~Meeting ~~Company, Ample~~of ~~Hills~~Shareholders ~~Acquisition~~at ~~LLC,~~which ~~Schmitt~~time ~~Measurement~~it ~~Systems,~~is ~~Inc.~~expected ~~and~~that ~~Sententia~~she towill ~~secure~~be ~~the~~a ~~obligations~~director ~~under the Note~~nominee. ~~As previously disclosed,~~ ~~Sententia~~Ms. isFrank anhas ~~entity~~been ~~affiliated~~appointed ~~with~~to ~~Michael~~serve ~~Zapata,~~on the ~~Company~~Board’s ~~Chief~~Audit, ~~Executive~~Compensation, ~~Officer~~ and ~~Chairman~~Nominating ~~of the Board~~Committees.

~~The~~There ~~Note~~are ~~bears~~no antransactions ~~interest~~in ~~rate~~which ofMs. ~~12%~~Frank ~~per~~has ~~year and~~an ~~a default~~ interest ~~rate~~requiring disclosure ofunder ~~22%~~Item ~~per year. The Note matures at the earlier of~~ 404(a) ~~one year from the issuance date, subject to two six month extensions at the option~~ of ~~the~~Regulation ~~Company,~~S-K. ~~or (b) an event of default under the Note~~Ms. ~~Under~~Frank ~~the~~will ~~Note,~~be ~~proceeds~~entitled ~~from any source or series of related or unrelated sources, including but not limited~~ to, ~~payments~~receive ~~from customers,~~ the ~~issuance~~regular ofcompensation ~~equity~~paid orto ~~debt,~~ the ~~issuance~~Registrant’s ofnon-employee ~~securities~~directors ~~pursuant~~as tofixed anby ~~equity line of credit of~~ the ~~Borrower~~Board orfrom ~~the sale of assets, may be used~~ time-to ~~pay down principal amount of the Note~~-time.

~~The~~A ~~Note~~copy ~~contains the following fees: (a) a commitment fee~~ of ~~3% of~~ the ~~principal~~press ~~amount;~~release ~~(b)~~announcing ~~an exit fee of 2% of~~ the ~~principal~~appointment ~~amount, (c) an extension fee~~ of 3%Ms. ofFrank to the ~~principal~~Board ~~amount~~is ~~earned at~~filed ~~the~~as ~~exercise~~Exhibit of99.1 ~~each~~hereto ~~six-month extension;~~ and ~~(d)~~is aincorporated ~~monitor~~herein ~~fee~~by ~~of $10,000 per year paid in cash~~reference.

The foregoing descriptions of the Note and Security Agreement do not purport to be complete and are qualified in their entirety by reference to the full text of the Note and Security Agreement, copies of which are filed herewith as Exhibit 10.1 and Exhibit 10.2, respectively, to this Current Report on Form 8-K and are incorporated by reference herein.

Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

The information set forth above in Item 1.01 of this Current Report on Form 8-K is incorporated by reference herein.

Item 9.01

Financial Statements and Exhibits.

(d) Exhibits

Exhibit	Description
10.1*	Promissory Note, dated October 25, 2022, in favor of Sententia Capital Management LLC.
99.1	Press release entitled “Schmitt Industries Appoints Kristi Frank to its Board”.
10.2*	Security Agreement, dated October 25, 2022, among Schmitt Industries, Inc., Schmitt Measurement Systems, Inc., Ample Hills Acquisition LLC and Sententia Capital Management LLC.
104	Cover Page Interactive Data File (embedded within the Inline XBRL document).
*	The exhibits and schedules to this Exhibit have been omitted in accordance with Item 601(a)(5) of Regulation S-K. The Registrant agrees to furnish supplementally to the SEC a copy of all omitted exhibits and schedules upon its request.

SIGNATURES

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

	SCHMITT INDUSTRIES, INC.
October 28, 2022	By:	/s/ Philip Bosco
November 16, 2022	By:	/s/ Philip Bosco
		Name: Philip Bosco
		Title: Chief Financial Officer and Treasurer

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