UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A
Amendment No.1
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of report (date of earliest event reported): May 13, 2025
DRILLING TOOLS INTERNATIONAL CORPORATION
(Exact name of registrant as specified in its charter)
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Delaware |
001-41103 |
87-2488708 |
(State or other
jurisdiction of incorporation) |
(Commission File Number) |
(I.R.S. Employer
Identification No.) |
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10370 Richmond Avenue, Suite 1000 Houston, Texas |
77042 |
(Address of principal executive offices) |
(Zip Code) |
Registrant’s telephone number, including area code: (832) 742-8500
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:
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☐ |
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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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)) |
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
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Title of each class: |
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Trading Symbol(s) |
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Name of each exchange on which registered: |
Common stock, par value $0.0001 per share |
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DTI |
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The Nasdaq Stock Market LLC |
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. ☐
EXPLANATORY NOTE
This amendment to the Current Report on Form 8-K, is being filed to amend the Current Report on Form 8-K previously filed on May 13, 2025, solely to correct a typographical error in the press release. The column headers of the last two tables in the press release, “Reconciliation of Estimated Consolidated Net Income to Adjusted EBITDA” and “Reconciliation of Estimated Consolidated Net Income to Adjusted Free Cash Flow”, are corrected to read “Twelve Months Ended December 31, 2025” rather than “Three Months Ended March 31, 2025”.
Item 2.02. Results of Operations and Financial Condition
On May 13, 2025, Drilling Tools International Corporation (the “Company”) issued a press release announcing the Company’s financial and operating results for the first quarter ended March 31, 2025. A copy of the press release is furnished as Exhibit 99.1 hereto and incorporated herein by reference.
The information in this report and the exhibits attached hereto shall not be deemed to be “filed” for purposes of the Securities Exchange Act of 1934 (the “Exchange Act”) or otherwise subject to the liabilities of that section, not shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, regardless of any general incorporation language in such filing.
Item 9.01. Financial Statements and Exhibits
(d) Exhibits
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.
Dated: May 15, 2025
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DRILLING TOOLS INTERNATIONAL CORPORATION |
By: |
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/s/ David R. Johnson |
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David R. Johnson |
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Chief Financial Officer |
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(Principal Financial and Accounting Officer) |