Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing. On May 29, 2026, Smith-Midland Corporation (the “Company”) received a notice (the “Notice”) from The Nasdaq Stock Market LLC (“Nasdaq”) stating that because the Company had not yet filed its Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2026 (the “Form 10-Q”), the Company is not in compliance with Nasdaq Listing Rule 5250(c)(1). Nasdaq Listing Rule 5250(c)(1) requires listed companies to timely file all required periodic financial reports with the Securities and Exchange Commission. The Notice has no immediate effect on the listing of the Company’s common stock on The NASDAQ Capital Market. The Company continues to work diligently to file the Form 10-Q as promptly as practicable. If the Company is unable to file the Form 10-Q by July 28, 2026, the Company intends to submit to Nasdaq a plan to regain compliance with the Nasdaq Listing Rules. On June 3, 2026, the Company issued a press release announcing the above-detailed late filing. The press release issued by the Company in connection with the announcement is attached hereto as Exhibit 99.1.
SMID Smith Midland Corp - 8-K
Accession
0001654954-26-0056733.019.01
Item 3.01 - Notice of Delisting or Failure to Satisfy a Listing Rule
194 words · Exhibit 99.1 attached
Exhibit 99.1 · 462 words
EX-99.1 2 smid_ex991.htm PRESS RELEASE EXHIBIT 99.1 Smith-Midland Announces Receipt of Nasdaq Letter MIDLAND, VA – June 3, 2026 – Smith-Midland Corporation (NASDAQ: SMID) (the “Company”), a provider of innovative, high-quality proprietary and patented precast concrete products and systems, today announced it received a letter from Nasdaq, dated May 29, 2026, indicating it was not in compliance with Nasdaq listing rule 5250(c)(1), which requires the timely filing of all required periodic financial reports with the Securities and Exchange Commission. The required filing in question is the Company’s Quarterly Report on Form 10-Q (“10-Q”) for the quarter ended March 31, 2026. The Notice has no immediate effect on the listing of the Company’s common stock on The NASDAQ Capital Market. As previously disclosed on the Company's Form 12b-25 filed with the SEC on May 14, 2026, the delay in filing the 10-Q is related to the Company experiencing changes in its internal accounting personnel resulting from the unanticipated resignation of a key accounting staff member, which disrupted the Company’s quarter-end close and review process. As a result, additional time is required to complete management’s review procedures and finalize the Company’s financial statements and related disclosures. The Company has replaced the staff member and is working diligently to complete and file the Quarterly Report as soon as practicable. About Smith-Midland Smith-Midland develops, manufactures, licenses, rents, and sells a broad array of precast concrete products for use primarily in the construction, transportation, and utility industries. Smith-Midland Corporation has three manufacturing facilities in: Midland, VA, Reidsville, NC, and Columbia, SC, and a J-J Hooks ® Safety Barrier rental firm, Concrete Safety Systems . Easi-Set Worldwide, a wholly owned subsidiary of Smith-Midland Corporation, licenses the production and sale of Easi-Set products, including J-J Hooks and SlenderWall ® , and provides diversification opportunities to the precast industry worldwide. For more information, please call (540) 439-3266 or visit www.smithmidland.com . Forward-Looking Statements This announcement contains forward-looking statements, which involve risks and uncertainties. The Company’s actual results may differ significantly from those discussed in the forward-looking statements. Factors that might cause such a difference include, but are not limited to, product demand, the impact of competitive products and pricing, capacity and supply constraints or difficulties, the uncertainties arising from the policies of the United States Government, the risk of less government spending on infrastructure than anticipated, inflationary factors including potential recession, our material weaknesses in internal controls, cyber security risks, general business and economic conditions, our high level of accounts receivables, the effect of the Company’s accounting policies and other risks detailed in the Company’s Annual Report on Form 10-K and other filings with the Securities and Exchange Commission. Company Contact: Dominic L. Hunter 540-439-3266 [email protected] Investor Relations: Steven Hooser or John Beisler Three Part Advisors (214) 872-2710 [email protected]; [email protected]
Item 9.01 - Financial Statements and Exhibits
115 words
ITEM 9.01 Financial Statements and Exhibits. Exhibit Exhibit Description 99.1 Press release, dated June 3, 2026 104 Cover Page Interactive Data File (embedded within the Inline XBRL document) The information filed as Exhibit 99.1 to this Form 8-K is being furnished and 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 such 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. 2