Tile Shop Holdings, Inc. 8-K Filing

FAQ

Key Financial Figures

• $0.0001 — ange on which registered Common Stock, $0.0001 par value per share TTSH The Nasdaq
• $75,000 — ompany agreed to reimburse Fund 1 up to $75,000 of its reasonable and documented out-of
• $6 — of the Reverse Stock Split will receive $6.60, without interest, in cash for each

Filing Documents

• ef20060535_8k.htm (8-K) — 52KB
• ef20060535_ex3-1.htm (EX-3.1) — 9KB
• ef20060535_ex3-2.htm (EX-3.2) — 8KB
• ef20060535_ex10-1.htm (EX-10.1) — 82KB
• ef20060535_ex99-1.htm (EX-99.1) — 11KB
• image00001.jpg (GRAPHIC) — 4KB
• 0001140361-25-044210.txt ( ) — 331KB
• ttsh-20251203.xsd (EX-101.SCH) — 4KB
• ttsh-20251203_lab.xml (EX-101.LAB) — 22KB
• ttsh-20251203_pre.xml (EX-101.PRE) — 16KB
• ef20060535_8k_htm.xml (XML) — 4KB

01

Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing. In connection with the events described in Items 5.03 and 5.07 below, the Company intends, as promptly as practicable following the completion of necessary regulatory processes, to provide advance notice to the Nasdaq Stock Market LLC of its intent to voluntarily withdraw the Common Stock from listing on the Nasdaq Capital Market and to deregister the Common Stock under Section 12(b) of the Securities Exchange Act of 1934, as amended. The Company intends to file a Form 25 Notification of Removal from Listing and/or Registration and a Form 15 with the Securities and Exchange Commission (the "Commission") and cease reporting as a public company as promptly as practicable following the effective time of the Stock Splits (as defined below).

03

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. At the special meeting of the Company's stockholders held on December 3, 2025 (the "Special Meeting"), the holders of a majority of the Company's issued and outstanding shares of Common Stock entitled to vote approved a proposal granting the Board to effect the Reverse Stock Split (as defined below) in its discretion. Pursuant to such authority granted by the Company's stockholders, the Board approved a ratio of 1-for-3,000 for the Reverse Stock Split, followed immediately by a forward stock split of the Common Stock at a ratio of 3,000-for-1 (the "Forward Stock Split," and together with the Reverse Stock Split, the "Stock Splits," and the Stock Splits and the subsequent delisting and deregistration of the Common Stock as described in the Company's definitive proxy statement on Schedule 14A, filed with the Commission on November 5, 2025 (the "Proxy Statement"), collectively, the "Transaction"). The Company intends to file certificates of amendment to the Company's certificate of incorporation, as amended (the "Certificate of Incorporation"), with the State of Delaware to effect the Reverse Stock Split, followed immediately by the Forward Stock Split as promptly as practicable following the completion of necessary regulatory processes. As a result of the Stock Splits, each stockholder owning fewer than 3,000 shares of Common Stock immediately prior to the effective time of the Reverse Stock Split will receive $6.60, without interest, in cash for each whole share of Common Stock held by such stockholder at the effective time of the Reverse Stock Split, and such stockholder will no longer be a stockholder of the Company. Stockholders who own 3,000 or more shares of Common Stock immediately prior to the effective time of the Reverse Stock Split will not be entitled to receive any cash for their fractional share interests resulting from the Reverse Stock Split, if any. The Forward St

07

Item 5.07 Submission of Matters to a Vote of Security Holders The final result for the matter submitted to a vote of stockholders at the Special Meeting is set forth below. A more detailed description of the proposal is set forth in the Proxy Statement. Proposal No. 1. Approval of an amendment to the Certificate of Incorporation to effect a reverse stock split of the Common Stock. The stockholders approved an amendment to the Certificate of Incorporation to effect a reverse stock split of the Common Stock, at a ratio not less than 1-for-2,000 and not greater than 1-for-4,000 (the "Reverse Stock Split" and such proposal, the "Reverse Stock Split Proposal"), by the votes set forth in the table below: 3 For Against Abstain Broker Non-Votes 25,835,304 6,924,036 784 0 The proposal to adjourn the Special Meeting, from time to time, if necessary or appropriate, including to solicit proxies in favor of the above proposal if there were insufficient votes at the time of such adjournment to approve such proposal or establish a quorum or to ensure that any supplement or amendment to the Proxy Statement was timely provided to the Company's stockholders, was rendered moot in light of the approval set forth above.

01

Item 8.01 Other Events. On December 3, 2025, the Company issued a press release announcing the Special Meeting results and the ratios for the Reverse Stock Split and Forward Stock Split. The press release is furnished as Exhibit 99.1 and is incorporated herein by reference.

Financial Statements and Exhibits

Financial Statements and Exhibits. (d) Exhibits 3.1 Form of Certificate of Amendment to effect the 1-for-3,000 Reverse Stock Split. 3.2 Form of Certificate of Amendment to effect the 3,000-for-1 Forward Stock Split. 10.1 Cooperation and Support Agreement, dated as of December 3, 2025, by and between Tile Shop Holdings, Inc. and Fund 1 Investments, LLC. 99.1 Press release, dated December 3, 2025. 104 Cover Page Interactive Data File (embedded within the Inline XBRL document). 4

SIGNATURES

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. TILE SHOP HOLDINGS, INC. Date: December 3, 2025 By: /s/ Cabell H. Lolmaugh Name: Cabell H. Lolmaugh Title: Chief Executive Officer 5

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View this 8-K filing on SEC EDGAR