SDPI Superior Drilling Products Inc

 

 

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 Act of 1934

 

Date of Report (Date of earliest event reported): July 29, 2024

 

Superior Drilling Products, Inc.
(Exact name of registrant as specified in its charter)

 

Utah		001-36453		46-4341605
(State or other jurisdiction of incorporation)		(Commission File Number)		(I.R.S. Employer Identification No.)

 

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

 

(435) 789-0594

(Registrant’s telephone number, including area code)

 

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 240.14-2(b))
	☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CRF 240.133-4(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 5.07 Submission of Matters to a Vote of Security Holders.

 

At the Virtual Special Meeting of Stockholders (the “Meeting”) of Superior Drilling Products, Inc. (“SDPI” or the “Company”) on July 29, 2024, (a) to adopt the Agreement and Plan of Merger, dated as of March 6, 2024, among Drilling Tools International Corporation, DTI Merger Sub I, Inc., DTI Merger Sub II, LLC, and the Company, and the transactions contemplated thereby (the “Merger Proposal”), (b) a non-binding advisory proposal to approve compensation that will or may become payable by the Company to its named executive officers in connection with the merger (the “Merger Compensation Proposal”) and (c) an adjournment of the Meeting including, if necessary, to solicit additional proxies in favor of the foregoing proposals if there are not sufficient votes for those proposals (the “Adjournment Proposal”) were proposed to be voted upon by the holders of the Common Stock. As to the approval of the Merger Agreement, and the transactions contemplated thereby, the results of the voting were as follows:

 

Proposal		Number of Votes Voted For		Number of Votes Voted Against		Number of Votes Abstained
Merger Proposal		23,414,353		45,958		3,595

 

The result of the vote on the Merger Compensation Proposal was as follows:

 

Proposal		Number of Votes Voted For		Number of Votes Voted Against		Number of Votes Abstained
Merger Compensation Proposal		23,054,146		228,556		181,204

 

The result of the vote on the Adjournment Proposal was as follows:

 

Proposal		Number of Votes Voted For		Number of Votes Voted Against		Number of Votes Abstained
Adjournment Proposal		23,258,401		61,542		143,963

 

Item 8.01. Other Events.

 

On July 30, 2024, the Company issued a press release announcing the results of the voting at the Virtual Special Meeting of the Stockholders of the Company. A copy of the press release is furnished as Exhibit 99.1 hereto and incorporated herein by reference.

 

Item 9.01. Financial Statements and Exhibits.

 

(d) Exhibits:

 

Exhibit No.		Description
99.1		Press release dated July 30, 2024.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

 

 

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 thereunto duly authorized.

 

	Superior Drilling Products, Inc.
Dated: July 30, 2024	/s/ Christopher D. Cashion
	Christopher D. Cashion
	Chief Financial Officer

 

 

Exhibit 99.1

 

 

1583 S. 1700 E. ● Vernal, UT 84078 ● (435)789-0594

 

FOR IMMEDIATE RELEASE

 

Superior Drilling Products Shareholders Approve Acquisition

by Drilling Tools International

 

VERNAL, UT – July 30, 2024 — Superior Drilling Products, Inc. (NYSE American: SDPI) (“SDP” or the “Company”), a designer and manufacturer of drilling tool technologies, today announced that its shareholders voted to approve the acquisition of SDP by Drilling Tools International Corporation (“DTI”) (Nasdaq: DTI) at the special meeting of shareholders held yesterday.

 

Troy Meier, SDP’s Chairman and CEO, stated, “We are pleased to have reached this important milestone and appreciate the support of our shareholders. Their confidence reflects a shared recognition of the tremendous opportunities ahead as a combined company. We are committed to ensuring a seamless transition and are excited to embark on this new chapter.”

 

More than 99% of the shares voted at the special meeting (representing approximately 77% of the total shares of SDPI outstanding as of the record date) were voted in favor of the merger agreement. SDP will file the final vote results, as certified by the independent Inspector of Election, on a Form 8-K with the U.S. Securities and Exchange Commission.

 

The closing of the transaction is expected to occur on August 1, 2024. Upon completion of the transaction, SDP’s common stock will no longer be listed on any public market.

 

About Superior Drilling Products, Inc.

 

Superior Drilling Products, Inc. is an innovative, cutting-edge drilling tool technology company providing cost saving solutions that drive production efficiencies for the oil and natural gas drilling industry. The Company designs, manufactures, repairs, and sells drilling tools. SDP drilling solutions include the patented Drill-N-Ream® well bore conditioning tool and the patented Strider™ oscillation system technology. In addition, SDP is a manufacturer and refurbisher of PDC (polycrystalline diamond compact) drill bits for leading oil field service companies. SDP operates a state-of-the-art drill tool fabrication facility, where it manufactures its solutions for the drilling industry, as well as customers’ custom products. Additional information about the Company can be found at sdpi.com.

 

Safe Harbor Regarding Forward-Looking Statements

 

This news release contains forward-looking statements and information that are subject to a number of risks and uncertainties, many of which are beyond our control. All statements, other than statements of historical fact included in this release, including, without limitation, statements regarding the proposed transaction, the Company’s strategy, future operations, success at developing future tools, the Company’s effectiveness at executing its business strategy and plans, financial position, estimated revenue and losses, projected costs, prospects, plans and objectives of management, and ability to outperform are forward-looking statements. The use of words “could,” “believe,” “anticipate,” “intend,” “estimate,” “expect,” “may,” “continue,” “predict,” “potential,” “project”, “forecast,” “should,” “plan or “will,” and similar expressions are intended to identify forward-looking statements, although not all forward -looking statements contain such identifying words. These statements reflect the beliefs and expectations of the Company and are subject to risks and uncertainties that may cause actual results to differ materially. These risks and uncertainties include, among other factors, the effectiveness of success at expansion in the Middle East, options available for market channels in North America, the deferral of the commercialization of the Strider technology, the success of the Company’s business strategy and prospects for growth; the market success of the Company’s specialized tools, effectiveness of its sales efforts, its cash flow and liquidity; financial projections and actual operating results; the amount, nature and timing of capital expenditures; the availability and terms of capital; competition and government regulations; the duration of the COVID-19 pandemic and related impact on the oil and natural gas industry; general economic conditions; the conditions to the completion of the proposed transaction, the closing of the proposed transaction may not occur or could be delayed, either as a result of litigation related to the transaction or otherwise or result in significant costs of defense, indemnification, and liability, the risk that the cost savings and any other synergies from the transaction may not be fully realized by DTI or may take longer or cost more to be realized than expected, including that the transaction may not be accretive to DTI within the expected timeframe or the extent anticipated, completing the transaction may distract DTI and Company management from other important matters, the possibility that any or all of the various conditions to the consummation of the proposed transaction may not be satisfied or waived, including the failure to receive any required regulatory approvals from any applicable governmental entities (or any conditions, limitations or restrictions placed on such approvals), the possibility that competing offers or acquisition proposals for the Company will be made, the occurrence of any event, change or other circumstance that could give rise to the termination of the definitive transaction agreement relating to the proposed transaction, including in circumstances, which would require a party to pay a termination fee, the effect of the announcement or pendency of the proposed transaction on the Company’s ability to attract, motivate or retain key executives and employees, its ability to maintain relationships with its customers, suppliers and other business counterparties, or its operating results and business generally, risks related to the proposed transaction diverting management’s attention from the Company’s or DTI’s ongoing business operations, the amount of costs, fees and expenses related to the proposed transaction, the risk that the Company’s or DTI’s stock price may decline significantly if the proposed transaction is not consummated, and the risk of shareholder litigation in connection with the proposed transaction, including resulting expense or delay. These and other risks and uncertainties separately provided to you and indicated from time to time described in filings and potential filings by the Company with the Securities and Exchange Commission could adversely affect the outcome and financial effects of the Company’s plans and described herein. The Company undertakes no obligation to revise or update any forward-looking statements to reflect events or circumstances after the date hereof except as required by law.

 

For more information, contact investor relations:

 

Deborah K. Pawlowski / Craig P. Mychajluk

Kei Advisors LLC

716-843-3908 / 716-843-3832

dpawlowski@keiadvisors.com  / cmychajluk@keiadvisors.com

 

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v3.24.2

Cover	Jul. 29, 2024
Cover [Abstract]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Jul. 29, 2024
Entity File Number	001-36453
Entity Registrant Name	Superior Drilling Products, Inc.
Entity Central Index Key	0001600422
Entity Tax Identification Number	46-4341605
Entity Incorporation, State or Country Code	UT
Entity Address, Address Line One	1583 South 1700 East
Entity Address, City or Town	Vernal
Entity Address, State or Province	UT
Entity Address, Postal Zip Code	84078
City Area Code	(435)
Local Phone Number	789-0594
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common Stock, $0.001 par value
Trading Symbol	SDPI
Security Exchange Name	NYSEAMER
Entity Emerging Growth Company	false

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