UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 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):

~~March~~May 3114, 2024

SUPERIOR DRILLING PRODUCTS, INC.

(Exact name of registrant as specified in its charter)

Utah		46-4341605
(State of Incorporation)		(I.R.S. Employer Identification No.)
1583 South 1700 East
Vernal, Utah		84078
(Address of principal executive offices)		(Zip code)

1583 South 1700 East Vernal, Utah		84078
(Address of principal executive offices)		(Zip code)

Commission File Number: 001-36453

Registrant’s telephone number, including area code: (435) 789-0594

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 Exchange Act:

Title of each class:		Trading Symbol(s)		Name of each exchange on which registered:
Common Stock, $0.001 par value		SDPI		NYSE American

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

Emerging growth company ☐

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 1 2.0102. ~~Entry~~Results ~~into~~of aOperations ~~Material~~and ~~Definitive~~Financial ~~Agreement~~Condition.

~~Effective~~On ~~March~~May 3114, 2024, Superior Drilling Products, Inc. ~~(the~~issued ~~“Company”)~~a ~~entered~~press ~~into~~release ~~the~~announcing ~~Fifth~~its ~~Amended~~financial ~~and~~results ~~Restated~~for ~~Loan Agreement (~~the ~~“Loan~~quarter ~~Agreement”)~~ended ~~and~~March ~~the Fifth Amended and Restated Promissory Note (the “Note”) with Tronco Energy Corporation~~31, ~~(“Tronco”)~~2024. ~~The~~A ~~obligations~~copy of ~~Tronco are guaranteed by G. Troy Meier, Chief Executive Officer of~~ the ~~Company,~~press ~~and~~release ~~Annette Meier,~~is ~~Chief~~furnished ~~Operating~~as ~~Officer~~Exhibit ~~and President of the Company~~99.1 ~~Pursuant~~ to the Note, Tronco will make payments to the Company of $750,000 annually commencing on September 30, 2024 through March 31, 2033, provided that the final payment shall include all remaining outstanding principal and interest. Notwithstanding this, ~~all~~report ~~principal~~ and ~~interest~~is ~~under~~incorporated ~~the~~herein ~~Note shall be due and payable~~ by Tronco on the closing date of the transactions contemplated by the Agreement and Plan of Merger dated March 6, 2024 among the Company, Drilling Tools International Corporation, a Delaware corporation, DTI Merger Sub I, Increference.~~, a Delaware corporation and DTI Merger Sub II, LLC, a Delaware limited liability company.~~

~~Interest~~In ~~will~~accordance ~~continue~~with toGeneral ~~accrue~~Instruction onB.2 of Form 8-K, the ~~Note~~information atset forth in this Item 2.8%02 ~~per~~and ~~annum.~~in ~~The~~the ~~security~~attached ~~for~~Exhibit ~~the~~99.1 ~~obligations~~shall be ~~under~~deemed ~~the~~to ~~Loan~~be ~~Agreement~~“furnished” and ~~the~~shall ~~Note,~~not ~~and~~be ~~all other~~deemed ~~provisions,~~to ~~remain~~be “filed” for purposes of Section 18 of the ~~same~~Securities Exchange Act of 1934, as amended.

Item 9.01 Financial Statements and Exhibits.

Exhibit Number		Description
10.1		Fifth Amended and Restated Promissory Note between Superior Drilling Products, Inc. and Tronco Energy Corporation dated effective March 31, 2024.
99.1		Press release dated May 14, 2024 regarding first quarter 2024 earnings.*
10.2		Fifth Amended and Restated Loan Agreement between Superior Drilling Products, Inc. and Tronco Energy Corporation dated effective March 31, 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)

*Furnished herewith.

SIGNATURE

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.

Date: April 1, 2024

Date: May 14, 2024	SUPERIOR DRILLING PRODUCTS, INC.

	/s/ Christopher D. Cashion
	Christopher D. Cashion
	Chief Financial Officer

SUPERIOR DRILLING PRODUCTS, INC. /s/ Christopher D. Cashion Christopher D. Cashion Chief Financial Officer

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