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): May 15, 2023
MOVING iMAGE TECHNOLOGIES, INC.
(Exact Name of Registrant as Specified in Its Charter)
Delaware
(State or Other Jurisdiction of Incorporation)
001-40511 | 85-1836381 | |
(Commission File Number) | (IRS Employer Identification No.) | |
17760 Newhope Street, Fountain Valley, CA | 92708 | |
(Address of Principal Executive Offices) | (Zip Code) |
(714) 751-7998
(Registrant’s Telephone Number, Including Area Code)
(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 Symbols | Name of each exchange on which registered |
Common Stock, $0.00001 par value | MITQ | NYSE American LLC |
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 x
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 May 15, 2023, Moving iMage Technologies, Inc. (the “Company”) issued a press release and conducted a conference call, both of which reported certain financial results for the fiscal quarter ended March 31, 2023. Copies of the press release and the transcript of the conference call are attached hereto as Exhibits 99.1 and 99.2, respectively, and the information therein is incorporated herein by reference.
The press release attached as Exhibit 99.1 to this Current Report on Form 8-K includes certain non-GAAP financial measures as defined by the U.S. Securities and Exchange Commission (the “SEC”). Management believes that these non-GAAP financial measures are useful to investors because it excludes a one-time event. These non-GAAP financial measures exclude the 2022 $705,000 PPP debt gain (“PPP debt gain”) which the Company believes are not reflective of its ongoing operations and performance. The 2022 non-GAAP $705,000 forgiveness of PPP debt gain represents a one-time event and did nor reoccur in 2023. Management believes that these non-GAAP financial measures enhance investors’ understanding of the Company’s financial and operating performance from period to period and enable investors to evaluate the Company’s operating results and future prospects in the same manner as management. Reconciliations of these non-GAAP financial measures to the most directly comparable financial measure calculated and presented in accordance with GAAP are set forth below. This information should be considered as supplemental in nature and not as a substitute for, or superior to, any measure of performance prepared in accordance with GAAP.
The following presentation contains Non-GAAP Net Loss and Loss per Share, to supplement our consolidated financial statements, which are prepared and presented in accordance with generally accepted accounting principles (GAAP). We adjusted Other (Income)/Expense to remove the one-time 2022 PPP debt gain from our GAAP prepared statement.
(in thousands except share and per share amounts) | ||||||||||||||||
Three Months Ended March 31, 2023 | Three Months Ended March 31, 2022 | Nine Months Ended March 31, 2023 | Nine Months Ended March 31, 2022 | |||||||||||||
Net loss | $ | (424 | ) | $ | 593 | $ | (472 | ) | $ | (626 | ) | |||||
PPP loan and interest forgiveness | ‒ | $ | 705 | ‒ | $ | 705 | ||||||||||
Non-GAAP Net loss | $ | (424 | ) | $ | (112 | ) | $ | (472 | ) | $ | (1,331 | ) | ||||
Weighted average shares outstanding: basic and diluted | 10,956,413 | 10,636,278 | 10,947,790 | 10,508,152 | ||||||||||||
Non-GAAP Net loss per common share basic and diluted | $ | (0.04 | ) | $ | (0.01 | ) | $ | (0.04 | ) | $ | (0.13 | ) |
The information reported under this Item 7.01 in this Current Report on Form 8-K, including Exhibits 99.1 and 99.2 attached hereto, shall not be deemed filed for purposes of Section 18 of the Exchange Act of 1934, as amended (the “Exchange Act”) or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended (the “Securities Act”), or the Exchange Act, regardless of any general incorporation language in such filing.
Item 7.01 | Regulation FD Disclosure. |
The information under Item 2.02 above is incorporated herein by reference.
The information reported under this Item 7.01 in this Current Report on Form 8-K, including Exhibits 99.1 and 99.2 attached hereto, shall not be deemed filed for purposes of Section 18 of the Exchange Act or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act or the Exchange Act, regardless of any general incorporation language in such filing.
Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits
Exhibit No. | Exhibit | |
99.1 | Press Release dated May 15, 2023 | |
99.2 | Transcript of earnings call on May 15,2023 | |
104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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.
Moving iMage Technologies, Inc. | ||
Date: May 19, 2023 | By: | /s/ William Greene |
Name: | William Greene | |
Title: | Chief Financial Officer |