UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
(Amendment No. 1)
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
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(Exact name of Registrant as Specified in Its Charter)
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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 14, 2025, we furnished a Current Report on Form 8-K that included a press release reporting our financial results for our fiscal fourth quarter and full year ended January 31, 2025 (the “Original Form 8-K”). We determined that there was an error in the table entitled “Reconciliation of GAAP to Non-GAAP Items for PI Segment,” which was attached to the press release furnished with the Original Form 8-K. The error related to an approximately $77,000 understatement in the amount of Selling & Marketing Expenses reported for our Portuguese subsidiary, MTEX NS, for the three months ended January 31, 2025. This understatement did not impact the amounts reported for the twelve months ended January 31, 2025. Additionally, we updated the Statement of Cash Flows which was attached to the press release furnished with the Original Form 8-K for a reclassification item between deferred taxes and other in the net cash from operations section for the period ended January 31, 2025. This reclassification did not have any impact on net cash provided by operations for the period ended January 31, 2025.
Other than correction of the error and the reclassification item discussed in this Current Report on Form 8-K/A, no other changes have been made to the Original Form 8-K or the press release furnished therewith.
A copy of the corrected press release is attached as Exhibit 99.1 to this Current Report on Form 8-K/A and is incorporated herein by reference.
The information contained in Item 2.02 of this report and Exhibit 99.1 attached hereto shall not be deemed “filed” for purposes of Section 18 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, except as expressly set forth by specific reference in such a filing.
| Item 9.01 | Financial Statements and Exhibits. |
| (d) | Exhibits |
| Exhibit |
Exhibit | |
| 99.1 | Press Release dated April 14, 2025 (as corrected) | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) | |
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.
| ASTRONOVA, INC. | ||||||
| Dated: April 17, 2025 | By: | /s/ Thomas D. DeByle | ||||
| Thomas D. DeByle | ||||||
| Vice President, Chief Financial Officer and Treasurer | ||||||