UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

_______________________

 

FORM 8-K

 _______________________

 

CURRENT REPORT

 

Pursuant to Section 13 or 15(d) of

The Securities Exchange Act of 1934

 

Date of Report (Date of earliest event reported) November 25, 2024

 _______________________

 

ENGlobal Corporation

(Exact name of registrant as specified in its charter)

  

Nevada

 

001-14217

 

88-0322261

(State or other jurisdiction

of incorporation)

 

(Commission

File Number)

 

(IRS Employer

Identification No.)

 

11740 Katy Fwy – Energy Tower III, 11th floor

Houston, TX

 

77079

(Address of principal executive offices)

 

(Zip Code)

 

Registrant’s telephone number, including area code: 281-878-1000

 

________________________________________________________ 

(Former name or former address, if changed since last report)

 

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:

 

 

☐

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

 

 

 

☐

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))

 

 

 

 

☐

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:

 

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Common Stock, $0.001 par value

ENG

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 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

 

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 1.05 Material Cybersecurity Incidents.

 

On November 25, 2024, ENGlobal Corporation (the “Company”) became aware of a cybersecurity incident.  The preliminary investigation has revealed that a threat actor illegally accessed the Company’s information technology (“IT”) system and encrypted some of its data files.  Upon detecting the unauthorized access, the Company immediately took steps to contain, assess and remediate the cybersecurity incident, including beginning an internal investigation, engaging external cybersecurity specialists, and restricting access to its IT system.

 

As a result of these and other measures, and while the investigation and remediation efforts remain ongoing, access to the Company’s IT system is limited to essential business operations. The timing of restoration of full access to the Company’s IT system remains unclear as of the date of this filing. The Company has not yet determined whether the cybersecurity incident is reasonably likely to materially impact the Company’s financial condition or results of operations.

 

Cautionary Note Regarding Forward-Looking Statements

 

This Current Report on Form 8-K contains forward-looking statements within the meaning of the Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. These statements address the Company’s expectations or beliefs regarding future events, actions or performance, including the containment, assessment and remediation of the cybersecurity incident, the restoration of full access to the Company’s IT system and the impact on the Company, including its financial condition and results of operations. Factors that could affect future developments and performance include the completion of the Company’s investigation, the possibility that containment and remediation may not be successful and other risk factors contained in the Company’s Annual Report on Form 10-K for the year ended December 30, 2023, subsequent Quarterly Reports on Form 10-Q and other documents that the Company has filed with the Securities and Exchange Commission.

 

 

2

 

 

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.

 

 

 

ENGlobal Corporation

 

 

 

(Registrant)

 

 

 

 

 

December 2, 2024

 

/s/ Darren W. Spriggs

 

(Date)

 

Darren W. Spriggs,

Chief Financial Officer, Treasurer

and Corporate Secretary

 

 

 

3

 

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Nov. 25, 2024
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Entity Registrant Name ENGlobal Corporation
Entity Central Index Key 0000933738
Document Type 8-K
Amendment Flag false
Entity Emerging Growth Company false
Document Period End Date Nov. 25, 2024
Entity File Number 001-14217
Entity Incorporation State Country Code NV
Entity Tax Identification Number 88-0322261
Entity Address Address Line 1 11740 Katy Fwy – Energy Tower III
Entity Address Address Line 2 11th floor
Entity Address City Or Town Houston
Entity Address State Or Province TX
Entity Address Postal Zip Code 77079
City Area Code 281
Local Phone Number 878-1000
Security 12b Title Common Stock, $0.001 par value
Trading Symbol ENG
Security Exchange Name NASDAQ
Written Communications false
Soliciting Material false
Pre Commencement Tender Offer false
Pre Commencement Issuer Tender Offer false
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