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) April 18, 2024
AMCON DISTRIBUTING COMPANY
(Exact name of registrant as specified in its charter)
| Delaware | | 1-15589 | | 47-0702918 |
| (State or other jurisdiction | | (Commission | | (IRS Employer |
| of incorporation) | | File Number) | | Identification No.) |
| | 7405 Irvington Road, Omaha NE 68122 | |
(Address of principal executive offices) (Zip Code)
| Registrant’s telephone number, including area code: 402-331-3727 |
(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:
| ¨ | 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 CFO 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 | DIT | 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 2.02 | RESULTS OF OPERATIONS AND FINANCIAL CONDITION. |
On April 18, 2024, AMCON Distributing Company (the “Company”) issued a press release announcing financial results for its second fiscal quarter ended March 31, 2024. A copy of the press release is attached to this report as Exhibit 99.1.
| ITEM 7.01 | REGULATION FD DISCLOSURE. |
On April 19, 2024, the Company issued a press release announcing the signing of an Asset Purchase Agreement dated April 18, 2024, by and between the Company and Richmond Master Distributors, Inc. A copy of the press release is furnished as Exhibit 99.2 hereto and incorporated herein by reference.
The information in this report (including Exhibits 99.1 and 99.2) shall not be deemed to be "filed" for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that Section. The information set forth in this report (including Exhibits 99.1 and 99.2) shall not be incorporated by reference into any registration statement or other document pursuant to the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such filing.
| ITEM 9.01 | FINANCIAL STATEMENTS AND EXHIBITS |
| 104 | | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
SIGNATURE
Pursuant to the requirements of the Securities and Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| | AMCON DISTRIBUTING COMPANY |
| | (Registrant) |
| Date: April 19, 2024 | /s/ Charles J. Schmaderer |
| | |
| | Name: | Charles J. Schmaderer |
| | Title: | Vice President, Chief Financial Officer and Secretary |
