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):
July
25, 2024
SUPERIOR
DRILLING PRODUCTS, INC.
(Exact
name of registrant as specified in its charter)
Utah
(State
of Incorporation)
|
|
46-4341605
(I.R.S.
Employer Identification No.)
|
1583
South 1700 East
Vernal,
Utah
(Address
of principal executive offices) |
|
84078
(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) |
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|
| ☐ |
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)) |
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|
| ☐ |
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
7.01 Regulation FD Disclosure
On
July 25, 2024, Superior Drilling Products, Inc. (“SDPI” or the “Company”) and Drilling Tools International Corporation
(“DTI”) issued a joint press release announcing the election deadline for SDPI shareholders to elect the form of merger consideration
they wish to receive in the upcoming acquisition of SDPI by DTI. A copy of the press release is furnished as Exhibit 99.1 hereto and
incorporated herein by reference.
The
information in this report and the exhibit attached hereto shall not be deemed to be “filed” for purposes 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 deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, regardless of
any general incorporation language in such filing.
Item
9.01. Financial Statements and Exhibits.
(d)
Exhibits:
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:
July 25, 2024 |
SUPERIOR
DRILLING PRODUCTS, INC. |
| |
|
| |
/s/
Christopher D. Cashion |
| |
Christopher
D. Cashion |
| |
Chief
Financial Officer |
Exhibit 99.1
FOR
IMMEDIATE RELEASE
DTI
and SDPI Announce Deadline for Election of Form of Merger Consideration
HOUSTON,
TEXAS and VERNAL, UTAH, July 25, 2024 – Drilling Tools International Corporation (NASDAQ: DTI) (“DTI”) and Superior
Drilling Products, Inc. (NYSE: SDPI) (“SDPI”) jointly announced today, that in connection with DTI’s anticipated and
pending acquisition of SDPI (the “Merger”), the deadline for SDPI shareholders to elect the form of merger consideration
they wish to receive in the Merger has been set for 5:00 p.m., New York time, on July 29, 2024 (the “Election Deadline”).
If the SDPI shareholders approve the Merger at the upcoming special meeting expected to be held July 29, 2024, DTI and SDPI expect that
the Merger will close on August 1, 2024 (the “Closing Date”). If the Closing Date is delayed to a subsequent date, the Election
Deadline will be similarly delayed to a subsequent date. DTI and SDPI will promptly announce any such delay and, when determined, the
rescheduled Election Deadline. All terms used herein and not otherwise defined have the meanings ascribed to them in the proxy statement/prospectus
(the “Proxy Statement”) filed with the Securities and Exchange Commission on July 2, 2024 and mailed to shareholders of SDPI
on or about July 2, 2024.
The
Election Form and Letter of Transmittal (the “Election Form”) necessary for SDPI shareholders to make an election as to the
form of consideration they wish to receive was mailed on July 2, 2024 to holders of record of SDPI common stock, par value $0.001 per
share (the “SDPI Common Stock”), as of June 24, 2024.
To
make an election, all SDPI shareholders who have not previously made their cash, stock, or mixed consideration elections, or who wish
to revoke a prior election and make a new election, must submit their properly completed and signed election forms with respect to their
shares, together with all required documents and materials set forth in the election form and the instructions thereto, to Broadridge
Financial Solutions, Inc. (the “Exchange Agent”), the exchange agent for the Merger, by the Election Deadline. SDPI shareholders
who hold their shares through a bank, broker, or other nominee may be subject to an earlier deadline and should read carefully the instructions
from their bank, broker, or nominee regarding making elections for their shares. SDPI shareholders with questions should contact the
Exchange Agent at (855) 793-5068 or shareholder@broadridge.com.
In
connection with the closing of the Merger, each outstanding share of SDPI Common Stock that SDPI shareholders owned at the close
of business on the effective time of the Merger, other than shares for which a valid election to exercise dissenters’ rights under,
and in accordance with, Utah law has been made (the procedures for which are described in the Proxy Statement), will be automatically
converted into the right to receive, at their election, (A) 0.313 shares (the “Stock Election Consideration”) of DTI common
stock, par value $0.0001 per share (the “DTI Common Stock”) or (B) $1.00 in cash (the “Cash Election Consideration”),
without interest, as provided for in the Merger Agreement, and a prorated portion of the Cash Election Consideration will be paid in
lieu of fractional shares of DTI Common Stock.
 |
 |
Please
note that there is no guarantee that you will receive the form of consideration you elect and that the election to receive either or
a combination of the Stock Election Consideration or Cash Election Consideration is subject to the automatic proration and allocation
procedures to ensure that DTI will issue a minimum of 4,112,752 shares of DTI Common Stock or a maximum of 4,845,240 shares of DTI Common
Stock, depending upon the elections made by shareholders of SDPI, in each case in accordance with the terms of the Merger Agreement and
as more fully described in the Proxy Statement. As a result, the form of consideration that you elect to receive may be adjusted such
that you may receive, in part, a different form of consideration than the form elected.
Shareholders
of SDPI should carefully read the Proxy Statement and the Election Form and all election material provided to them before making their
elections.
About
Drilling Tools International Corporation
Drilling
Tools International is a Houston, Texas based leading oilfield services company that manufactures and rents downhole drilling tools used
in horizontal and directional drilling of oil and natural gas wells. With roots dating back to 1984, DTI operates from 16 service and
support centers across North America and maintains 7 international service and support centers across Europe and the Middle East; and
maintain a large fleet of rental equipment, with over 65,000 tools for use in horizontal and directional drilling, as well as surface
control equipment. To learn more about DTI, visit www.drillingtools.com.
About
Superior Drilling Products, Inc.
SDPI
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. SDPI 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. SDPI operates a state-of-the-art drilling tool fabrication facility, where it manufactures its solutions
for the drilling industry, as well as customers’ custom products. Additional information about SDPI can be found at: www.sdpi.com.
Additional
Information for Superior Drilling Products, Inc. Shareholders and Where to Find It
This
press release relates to a proposed acquisition of Superior Drilling Products, Inc. by Drilling Tools International Corporation. In connection
with the transaction, DTI filed a registration statement on Form S-4 which includes a document that serves as a prospectus of DTI and
a proxy statement of SDPI (the “proxy statement/prospectus”), and each party has filed and will file other relevant documents
regarding the transaction with the Securities and Exchange Commission (the “SEC”). INVESTORS AND SECURITY HOLDERS ARE URGED
TO READ THE PROXY STATEMENT/PROSPECTUS AND OTHER RELEVANT DOCUMENTS FILED WITH THE SEC CAREFULLY AND IN THEIR ENTIRETY, INCLUDING THE
SCHEDULE 13E-3, BECAUSE THEY CONTAIN IMPORTANT INFORMATION. A definitive proxy statement/prospectus was sent to shareholders of SDPI
on or about July 2, 2024. Investors and security holders can obtain free copies of the registration statement and the proxy statement/prospectus
and other relevant documents filed with the SEC through the website maintained by the SEC at http://www.sec.gov. Copies of the
documents filed with the SEC by DTI are available free of charge on the DTI website at www.drillingtools.com or by contacting
DTI by email at InvestorRelations@drillingtools.com or by mail at 3710 Briarpark Drive, Suite 150, Houston, TX 77042. Copies of
the documents filed with the SEC by SDPI are available free of charge on the SDPI website at https://sdpi.com or by contacting
SDPI by email at dpawlowski@keiadvisors.com or by mail at 1583 S. 1700 E., Vernal, UT 84078.
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Participants
in the Solicitation
DTI
and SDPI and their respective directors and executive officers and other members of management and employees may be deemed to be participants
in the solicitation of proxies from the SDPI shareholders in connection with the proposed transaction. Information about the directors
and executive officers of DTI is set forth in its Annual Report on Form 10-K for the year ended December 31, 2023, which was filed with
the SEC on March 28, 2024, its Proxy Statement for its 2024 Annual Meeting Shareholders, which was filed with the SEC on April 2, 2024
and in other documents filed with the SEC by DTI and its executive officers and directors. Information about the directors and executive
officers of SDPI is set forth in its Annual Report on Form 10-K for the year ended December 31, 2023, which was filed with the SEC on
March 7, 2024, its Proxy Statement for its 2023 Annual Meeting Shareholders, which was filed with the SEC on June 30, 2023, and in other
documents filed with the SEC by SDPI and its executive officers and directors.
These
documents can be obtained free of charge from the sources indicated above. Additional information regarding the participants in the proxy
solicitation and a description of their direct and indirect interests, by security holdings or otherwise, is contained in the proxy statement/prospectus
and Schedule 13e-3 and other relevant materials in connection with the transaction which were filed with the SEC. Information concerning
the interests of the participants in the solicitation, which may, in some cases, be different than those of SDPI’s shareholders
generally, is set forth in the prospectus/proxy statement relating to the proposed transaction and the Schedule 13e-3. Investors should
read the proxy statement/prospectus and Schedule 13e-3 carefully before making any voting or investment decisions.
Forward-Looking
Statements
This
press release may include, and oral statements made from time to time by representatives of DTI and SDPI may include, “forward-looking
statements.” Statements regarding the business combination and the financing thereof, and related matters, as well as all other
statements other than statements of historical fact included in this press release are forward-looking statements. The words “anticipate,”
“believe,” “continue,” “could,” “estimate,” “expect,” “intends,”
“may,” “might,” “plan,” “possible,” “potential,” “predict,” “project,”
“should,” “will,” “would” and similar expressions may identify forward-looking statements, but the
absence of these words does not mean that a statement is not forward looking. These forward-looking statements include, but are not limited
to, statements regarding the proposed transaction, including any statements regarding the expected timetable for completing the proposed
transaction, benefits of the proposed transaction, and DTI and its management team’s expectations, hopes, beliefs, intentions or
strategies regarding the future. In addition, any statements that refer to projections, forecasts or other characterizations of future
events or circumstances, including any underlying assumptions, are forward-looking statements. Forward looking statements in this press
release may include, for example, statements about: (1) the demand for DTI’s products and services, which is influenced by the
general level activity in the oil and gas industry; (2) DTI’s ability to retain its customers, particularly those that contribute
to a large portion of its revenue; (3) DTI’s ability to remain the sole North American distributor of the Drill-N-Ream; (4) DTI’s
ability to employ and retain a sufficient number of skilled and qualified workers, including its key personnel; (5) DTI’s ability
to market its services in a competitive industry; (9) DTI’s ability to execute, integrate and realize the benefits of acquisitions,
and manage the resulting growth of its business; (6) potential liability for claims arising from damage or harm caused by the operation
of DTI’s tools, or otherwise arising from the dangerous activities that are inherent in the oil and gas industry; (7) DTI’s
ability to obtain additional capital; (8) potential political, regulatory, economic and social disruptions in the countries in which
DTI conducts business, including changes in tax laws or tax rates; (9) DTI’s dependence on its information technology systems,
in particular Customer Order Management Portal and Support System, for the efficient operation of DTI’s business; (10) DTI’s
ability to comply with applicable laws, regulations and rules, including those related to the environment, greenhouse gases and climate
change; (11) DTI’s ability to maintain an effective system of disclosure controls and internal control over financial reporting;
(12) the potential for volatility in the market price of DTI’s common stock; (13) the impact of increased legal, accounting, administrative
and other costs incurred as a public company, including the impact of possible shareholder litigation; (14) the potential for issuance
of additional shares of DTI’s common stock or other equity securities; (15) DTI’s ability to maintain the listing of its
common stock on Nasdaq; (16) the conditions to the completion of the proposed transaction, including obtaining SDPI shareholder approval
and the regulatory approvals required for the transaction on the anticipated schedule or at all, (17) financing for the transaction may
not be obtained by DTI on favorable terms or at all, (18) 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, (19) the risk that the cost savings and any other synergies from the SDPI transaction may not be fully realized by DTI
or may take longer or cost more to be realized than expected, including that the SDPI transaction may not be accretive to DTI within
the expected timeframe or the extent anticipated, (20) completing the SDPI transaction may distract DTI and SPDI management from other
important matters, (21) 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), (22) the possibility that competing offers or acquisition
proposals for SDPI will be made, (23) 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, (24) the effect of the announcement or pendency of the proposed transaction on SDPI’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, (25) risks related to the proposed transaction diverting management’s
attention from SDPI’s or DTI’s ongoing business operations, (26) the amount of costs, fees and expenses related to the proposed
transaction, (26) the risk that SDPI’s or DTI’s stock price may decline significantly if the proposed transaction is not
consummated, (27) the risk of shareholder litigation in connection with the proposed transaction, including resulting expense or delay,
and (28) other risks and uncertainties separately provided to you and indicated from time to time described in filings and potential
filings by DTI and SDP with the SEC.
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You
should carefully consider the risks and uncertainties described in the information presented in DTI’s Annual Report on Form 10-K
for the year ended December 31, 2023 filed March 28, 2024 and the Quarterly Report on Form 10-Q for the period ended March 31, 2024 filed
May 16, 2024 and SDPI’s Annual Report on Form 10-K for the year ended December 31 2023 filed March 15, 2024 and its Quarterly Report
on Form 10-Q for the quarter ended March 31, 2024 and filed May 15, 2024, as well as those described in the proxy statement/prospectus.
Such forward-looking statements are based on the beliefs of management of DTI and SPDI, respectively, as well as assumptions made by,
and information currently available to DTI’s and SPDI’s management, respectively. Actual results could differ materially
from those contemplated by the forward-looking statements as a result of certain factors detailed above and in the prospectus/proxy statement
and other filings by DTI or SPDI with the SEC. All subsequent written or oral forward-looking statements attributable to DTI, SPDI or
persons acting on their respective behalf are qualified in their entirety by this paragraph. Forward-looking statements are subject to
numerous conditions, many of which are beyond the control of each of DTI and SPDI, including those set forth or to be set forth in the
Risk Factors section of the prospectus/proxy statement, and described in the other filings by DTI and SPDI with the SEC. Neither DTI
nor SDPI undertake any obligation to update these statements for revisions or changes after the date of this release, except as required
by law.
Contacts:
DTI
Investor Relations
Ken
Dennard / Rick Black
InvestorRelations@drillingtools.com
SDPI
Investor Relations
Deborah
K. Pawlowski / Craig P. Mychajluk
Kei
Advisors LLC
716-843-3908
/ 716-843-3832
dpawlowski@keiadvisors.com
/ cmychajluk@keiadvisors.com
Superior Drilling Products (AMEX:SDPI)
과거 데이터 주식 차트
부터 11월(11) 2024 으로 12월(12) 2024
Superior Drilling Products (AMEX:SDPI)
과거 데이터 주식 차트
부터 12월(12) 2023 으로 12월(12) 2024
