UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

~~WASHINGTON~~Washington, ~~D.C.~~DC 20549

FORM 8-K

~~Current~~CURRENT ~~Report~~ REPORT

Pursuant Toto Section 13 or 15 (d) of the Securities Exchange Act of 1934

Date of Report (~~date~~Date of earliest ~~event~~ reported): June 28, 2024

APRIL 17, 2024

Greystone Logistics, Inc.

(Exact name of registrant as specified in its charter)

Oklahoma	~~000-26331~~	75000-~~2954680~~26331	75-2954680
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)
(State or other jurisdiction		(Commission	(IRS Employer
of Incorporation)		File Number)	Identification Number)

1613 E. 15th, Tulsa, Oklahoma	74120
(Address of principal executive offices)	(Zip Code)

1613 E. 15^th, Tulsa, Oklahoma 74120

(Address of principal executive offices) (Zip Code)

(918) 583-7441

(Registrant’s telephone number, including area code)

~~Not Applicable~~N/A

(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 (see General Instruction A.2. ~~below~~):

☐ 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 CF$ 240.13e-4(c))

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 270.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 270.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 270.13e-4(c))

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

Title of ~~each~~Each ~~class~~Class Trading Symbol(s) Name of ~~each~~Each ~~exchange~~Exchange on which ~~registered~~Registered ~~NONE~~N/A ~~GLGI~~N/A ~~NONE~~N/A

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

Emerging ~~Growth~~growth ~~Company~~ 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 2.02. Results of Operations and Financial Condition.

On April 17, 2024, Greystone Logistics, Inc. (the “Company”) issued a press release regarding results of operations for the nine and three months ended February 29, 2024. A copy of the press release dated April 17, 2024, is attached hereto as Exhibit 99.1.

The information being furnished hereunder discloses EBITDA, a non-GAAP financial measure within the meaning of Regulation G promulgated by the Securities and Exchange Commission. The Company believes that EBITDA is a useful measure of evaluating its financial performance because of its focus on the Company’s results from operations before interest, income taxes, depreciation and amortization. EBITDA is utilized for internal analysis of the Company. EBITDA is not a measure of financial performance under GAAP and should not be considered in isolation or as an alternative to other financial measures determined under GAAP. However, EBITDA is commonly used by investors, financial analysts and rating agencies as an alternative measure of evaluating, comparing and rating operating performance. EBITDA presented by the Company may not be comparable to similarly titled measures reported by other companies.

The information in this Form 8-K, including exhibits, is being furnished pursuant to Item 2.02 of Form 8-K and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, nor shall it be incorporated by reference into any registration statement filed by the Company under the Securities Act of 1933, as amended, unless specifically identified therein as being incorporated therein by reference.

Item 7.01. Regulation FD Disclosure.

AsOn ~~noted~~June ~~above~~28, in2024, ~~Item~~Greystone 2Logistics, Inc.02 of(the ~~this~~“Company”) ~~Current~~issued ~~Report~~a onpress ~~Form~~release ~~8-K,~~announcing approval by the ~~registrant~~Company’s ~~issued~~Board aof ~~press~~Directors ~~release~~of ona ~~April~~stock 17repurchase program, ~~2024.~~pursuant Ato ~~copy~~which of the ~~press~~Company ~~release~~ is ~~attached~~authorized to ~~this~~purchase ~~Current~~up ~~Report~~to on$1 ~~Form~~million ~~8-K~~of asits ~~Exhibit~~common ~~99.1~~stock ~~and~~over is12 ~~being~~months. ~~furnished~~Repurchases pursuant to ~~Regulation~~the FDstock repurchase program are expected to commence during the second fiscal quarter of 2024.

A copy of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated by reference herein.

The information included in this Item 7.01, including Exhibit 99.1, shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall such information be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing. The information set forth under this Item 7.01 shall not be deemed an admission as to the materiality of any information in this Current Report on Form 8-K that is required to be disclosed solely to satisfy the requirements of Regulation FD.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

99.1 Press Release dated April 17, 2024.

Exhibit No.		Description
99.1		Press release issued by the registrant on June 28, 2024.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

~~104 Cover Page Interactive Data File (embedded within the Inline XBRL document)~~SIGNATURE

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.

		GREYSTONE LOGISTICS, INC.
	Greystone Logistics, Inc.
April 17, 2024	By:	/s/ R. Brice Dille
Dated: June 28, 2024	By:	/s/ R. Brice Dille
		R. Brice Dille
		Interim Chief Financial Officer

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