8-K Form - Current report, items 8.01 and 9.01 - Andover National Corp (0001712543) (Filer)

8-K1f8k101119_andovernational.htmCURRENT REPORT










Pursuant to Section 13 or 15(d) of the SecuritiesExchange Act of 1934


Date of Report (Date of earliest event reported):October 11, 2019




(Exact Name of Registrant as Specified in Charter)


Delaware   000-55882   83-2216345
(State of Other Jurisdiction of Incorporation)   (Commission File Number)   (IRS Employer Identification No.)
333 Avenue of the Americas, Suite 2000


(Address of Principal Executive Offices)   (Zip Code)


Registrant’stelephone number, including area code: (786) 871-3333



(Former Name or Former Address, if Changed SinceLast Report)


Check the appropriate box below if the Form 8-K filing is intendedto simultaneously satisfy the filing obligation of the registrant under any of the following provisions:


Written communications pursuant to Rule 425 under the Securities Act


Soliciting material pursuant to Rule 14a-12 under the Exchange Act


Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act


Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act


Securities registeredunder Section 12(b) of the Act:


Title of each class Trading Symbol(s) Name of each exchange on which registered
Not Applicable Not Applicable Not Applicable

Indicate by checkmark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 ofthis chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☒


If an emerging growthcompany, indicate by check mark if the registrant has elected not to use the extended transition period for complying with anynew or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ☐








Item 8.01Other Events


On October 11, 2019, Andover National Corporation(the “Company”) released a letter from the Company’s Executive Chairman (the “Chairman’s Letter”)to the Company’s stockholders. A copy of the Chairman’s Letter is furnished as Exhibit 99.1 to this Current Reporton Form 8-K.


The information reported under this Item 8.01of Form 8-K, including Exhibit 99.1, is being furnished and shall not be deemed to be “filed” for the purposes of Section18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilitiesof 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 filing.


The Chairman’s Letter contains forward-lookingstatements within the meaning of the “Safe Harbor” provisions of the Private Securities Litigation Reform Act of 1995.Forward-looking statements are those that describe future outcomes or expectations that are usually identified by words such as“will,” “should,” “could,” “plan,” “intend,” “expect,”“continue,” “forecast,” “believe,” and “anticipate” and include, for example, anystatement made regarding the Company's future results. Actual results may differ materially as a result of various risks and uncertainties,including the risks and uncertainties expressed in the cautionary statements and risk factors in the Company’s Annual Reporton Form 10-K, Quarterly Reports on Form 10-Q and other filings with the Securities and Exchange Commission. The Company may notbe able to predict and may have little or no control over many factors or events that may influence its future results and, exceptas required by law, shall have no obligation to update any forward-looking statements.


Item 9.01Financial Statements and Exhibits


(d) Exhibits


The following exhibits are included with this Current Report onForm 8-K


99.1Chairman’s Letter dated October 11, 2019.









Pursuant to the requirements of the SecuritiesExchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.


Date: October 11, 2019 By:  /s/ Jeffrey C. Piermont



Jeffrey C. Piermont
President and Chief Operating Officer