AND EXCHANGE COMMISSION
to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): July 16, 2020
name of registrant as specified in charter)
or other jurisdiction
of Principal Executive Offices)
Registrant’s telephone number, including area code: 610-524-7272
(Former name or former address, if changed since last report.)
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:
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)|
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)|
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))|
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))|
of each class
of each exchange on which registered|
Stock, par value $0.01 per share
CONCERNING FORWARD-LOOKING STATEMENTS - This report and the exhibit or exhibits attached hereto, contain forward-looking statements
within the meaning of the Private Securities Litigation Reform Act of 1995, including, without limitation, statements as to management’s
good faith expectations and beliefs, which are subject to inherent uncertainties which are difficult to predict, and may be beyond
the ability of the Company to control. Forward-looking statements are made based upon management’s expectations and belief
concerning future developments and their potential effect upon the Company. There can be no assurance that future developments
will be in accordance with management’s expectations or that the effect of future developments on the Company will be those
anticipated by management.
words “believes,” “expects,” “intends,” “plans,” “anticipates,” “hopes,”
“likely,” “will,” and similar expressions identify such forward-looking statements. Such forward-looking
statements involve known and unknown risks, uncertainties and other important factors that could cause the actual results, performance
or achievements of the Company (or entities in which the Company has interests), or industry results, to differ materially from
future results, performance or achievements expressed or implied by such forward-looking statements.
are cautioned not to place undue reliance on these forward-looking statements which reflect management’s view only as of
the date of this Form 8-K. The Company undertakes no obligation to publicly release the result of any revisions to these forward-looking
statements, which may be made to reflect events or circumstance after the date hereof or to reflect the occurrence of unanticipated
events, conditions or circumstances. For additional information about risks and uncertainties that could adversely affect the
Company’s forward-looking statements, please refer to the Company’s filings with the Securities and Exchange Commission,
including its Annual Report on Form 10-K for the fiscal year ended December 31, 2019.
2.02. RESULTS OF OPERATIONS AND FINANCIAL CONDITION
July 16, 2020, Omega Flex, Inc. (the “Company”) issued a press release reporting its results for the six months and
three months ended June 30, 2020. A copy of the earnings release issued by the Company with respect to these matters is attached
hereto as Exhibit 99.1 and incorporated herein by reference.
information in the earnings release and in this Item 2.02 is “furnished” and not “filed” for purposes
of Section 18 of the Securities and Exchange Act of 1934, or otherwise subject to the liabilities of that section. Such information
may be incorporated by reference in another filing under the Securities and Exchange Act of 1934 or the Securities Act of 1933
only if, and to the extent that, such subsequent filing specifically references such information.
7.01. REGULATION FD DISCLOSURE
information included in Item 2.02 of this Form 8-K, including the press release attached as Exhibit 99.1, is incorporated by reference
into this Item 7.01 in satisfaction of the public disclosure requirements of Regulation FD. This information is “furnished”
and not “filed” for purposes of Section 18 of the Securities and Exchange Act of 1934, or otherwise subject to the
liabilities of that section. It may be incorporated by reference in another filing under the Securities and Exchange Act of 1934
or the Securities Act of 1933 only if, and to the extent that, such subsequent filing specifically references the information
incorporated by reference herein.
9.01. FINANCIAL STATEMENT AND EXHIBITS
accordance with the requirements of the Exchange Act, the registrant has caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
July 16, 2020
Kevin R. Hoben|
and Chief Executive Officer|