Item 1.01 Entry into a Material Definitive Agreement.

The information set forth in Item 3.03 related to the Amendment (as defined therein) is incorporated herein by reference.

Item 1.02 Termination of a Material Definitive Agreement.

The information set forth in Item 3.03 related to the Amendment (as defined therein) is incorporated herein by reference.

Item 3.03 Material Modification to Rights of Security Holders.

Schmitt Industries, Inc. (the "Corporation") and Broadridge Corporate Issuer Solutions, Inc. (the "Rights Agent"), have executed an Amendment (the "Amendment"), dated as of January 25, 2021 to that certain Section 382 Rights Agreement, dated as of July 1, 2019, between the Corporation and the Rights Agent (the "Rights Agreement"), regarding the Corporation's Series A Junior Participating Preferred Stock Purchase Rights (the "Rights").

The Amendment will have the effect of causing the Rights Agreement and the Rights to terminate on January 25, 2021.

The description contained herein of the Amendment is qualified in its entirety by reference to the terms of such document, which is attached hereto as an exhibit and incorporated herein by this reference.

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal


           Year.

In connection with the adoption of the Rights Agreement, on July 2, 2019, the Corporation filed Articles of Amendment to Articles of Incorporation of the Corporation with the Secretary of State of the State of Oregon setting forth the rights, powers and preferences of the Series A Junior Participating Preferred Stock issuable upon exercise of the Rights (the "Series A Preferred Stock").

In connection with the expiration of the Rights and the termination of the Rights Agreement, the Corporation filed a Articles of Amendment (the "Articles of Amendment") with the Secretary of State of the State of Oregon on January 27, 2021 eliminating the Series A Preferred Stock and returning it to authorized but undesignated shares of the Corporation's preferred stock.

The foregoing is a summary of the terms of the Articles of Amendment. The summary does not purport to be complete and is qualified in its entirety by reference to the Articles of Amendment, a copy of which is attached as Exhibit 3.1 and incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.






(d)    Exhibits.

3.1 Articles of Amendment to Articles of Incorporation of Schmitt Industries, Inc.

4.1 Amendment to Rights Agreement, dated as of January 25, 2021, between the Corporation and Broadridge Corporate Issuer Solutions, Inc., as Rights Agent.

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