Current Report Filing (8-k)
December 15 2022 - 4:31PM
Edgar (US Regulatory)
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2022-12-15
2022-12-15
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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
December
15, 2022
Date
of Report (Date of earliest event reported)
BALLANTYNE
STRONG, INC.
(Exact
name of registrant as specified in its charter)
Delaware
|
|
1-13906
|
|
47-0587703
|
(State
or other jurisdiction of |
|
(Commission
|
|
(IRS
Employer |
incorporation
or organization) |
|
File
No.) |
|
Identification
Number) |
5960
Fairview Road, Suite 275 |
|
|
Charlotte,
North Carolina |
|
28210
|
(Address
of principal executive offices) |
|
(Zip
Code) |
(704)
994-8279
(Registrant’s
telephone number including area code)
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 CFR 240.13e-4(c)) |
Securities
registered pursuant to Section 12(b) of the Act:
Title
of Each Class |
|
Trading
Symbol(s) |
|
Name
of Each Exchange on Which Registered |
Common
Stock, $0.01 par value |
|
BTN |
|
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
7.01 Regulation FD Disclosure
On
December 15, 2022, Ballantyne Strong, Inc. (the “Company”), issued a press release announcing its planned name change to
FG Group Holdings Inc., effective after market closing on December 23, 2022. In connection with the name change, the Company’s
shares are expected to begin trading on the NYSE American exchange under the new ticker symbol “FGH” at the opening of trading
on Tuesday, December 27, 2022. The name change was previously approved by the Company’s stockholders at the 2021 Annual Meeting
of Stockholders. The Company also announced its planned completion of its reincorporation to Nevada, which was approved by the Company’s
stockholders at the 2022 Annual Meeting of Stockholders, also effective after market closing on December 23, 2022. A copy of the press
release is furnished with this Current Report as Exhibit 99.1.
The
information contained in this Current Report, including the exhibits, is being “furnished” and, as such, shall not be deemed
to be “filed” for the 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 it be incorporated by reference into 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 filing.
Forward
Looking Statements
In
addition to the historical information in this Current Report and in the exhibits furnished with this Current Report, it includes forward-looking
statements which involve a number of risks and uncertainties, including but not limited to those discussed in the “Risk Factors”
section contained in Item 1A in our Annual Report on Form 10-K for the year ended December 31, 2021, filed with the Securities and Exchange
Commission (“SEC”) on March 24, 2022, the Company’s subsequent filings with the SEC, and the following risks and uncertainties:
the negative impact that the COVID-19 pandemic has already had, and may continue to have, on the Company’s business and financial
condition; the general economic impact of the current geopolitical environment, including the ongoing military conflict in Ukraine and
the impact of related sanctions being imposed by the U.S. Government and the governments of other countries; the Company’s ability
to maintain and expand its revenue streams to compensate for the lower demand for the Company’s digital cinema products and installation
services; potential interruptions of supplier relationships or higher prices charged by suppliers; the Company’s ability to successfully
compete and introduce enhancements and new features that achieve market acceptance and that keep pace with technological developments;
the Company’s ability to successfully execute its capital allocation strategy or achieve the returns it expects from these holdings;
the Company’s ability to maintain its brand and reputation and retain or replace its significant customers; challenges associated
with the Company’s long sales cycles; the impact of a challenging global economic environment or a downturn in the markets (such
as the current economic disruption and market volatility generated by the ongoing COVID-19 pandemic and geopolitical environment); economic
and political risks of selling products in foreign countries (including tariffs); risks of non-compliance with U.S. and foreign laws
and regulations, potential sales tax collections and claims for uncollected amounts; cybersecurity risks and risks of damage and interruptions
of information technology systems; the Company’s ability to retain key members of management and successfully integrate new executives;
the Company’s ability to complete acquisitions, strategic investments, entry into new lines of business, divestitures, mergers
or other transactions on acceptable terms, or at all; the impact of the COVID-19 pandemic and the current geopolitical tension and related
sanctions on the companies in which the Company holds equity stakes; the Company’s ability to utilize or assert its intellectual
property rights, the impact of natural disasters and other catastrophic events (such as the ongoing COVID-19 pandemic or the ongoing
military conflict in Ukraine); the adequacy of insurance; the impact of having a controlling stockholder and vulnerability to fluctuation
in the Company’s stock price. Given the risks and uncertainties, readers should not place undue reliance on any forward-looking
statement and should recognize that the statements are predictions of future results which may not occur as anticipated. Many of the
risks listed above have been, and may further be, exacerbated by the COVID-19 pandemic, its impact on the cinema and entertainment industry,
and general economic conditions, including the ongoing military conflict in Ukraine and related sanctions, such as inflationary pressures
and disruptions in the global supply chain and the worsening economic environment. Actual results could differ materially from those
anticipated in the forward-looking statements and from historical results, due to the risks and uncertainties described herein, as well
as others not now anticipated. New risk factors emerge from time to time and it is not possible for management to predict all such risk
factors, nor can it assess the impact of all such factors on our business or the extent to which any factor, or combination of factors,
may cause actual results to differ materially from those contained in any forward-looking statements. Except where required by law, the
Company assumes no obligation to update forward-looking statements to reflect actual results or changes in factors or assumptions affecting
such forward-looking statements.
Item
9.01. Financial Statements and Exhibits.
(d)
Exhibits.
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its
behalf by the undersigned hereunto duly authorized.
|
BALLANTYNE STRONG, INC. |
|
|
|
Date: December 15, 2022 |
By: |
/s/
Todd R. Major |
|
|
Todd
R. Major |
|
|
Chief
Financial Officer |
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