UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K/A
(Amendment No. 2)
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
___________________________________________________________________
(Exact name of registrant as specified in its charter)
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(State or other jurisdiction
of incorporation)
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(Commission
File Number)
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(IRS Employer
Identification No.)
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(Address of principal executive offices)
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(Zip Code)
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(423 ) 821-1212
(Registrant's telephone number, including area code)
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)
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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))
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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
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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).
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Emerging growth company
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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. [ ]
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Explanatory Note:
On April 26, 2023, Covenant Logistics Group, Inc., a Nevada corporation (the “Company”), completed the acquisition of Lew Thompson &
Son Trucking, Inc. and related entities (collectively, “Lew Thompson & Son”). This Amendment No. 2 to the Current Report on Form 8-K originally filed by the Company with the Securities and Exchange Commission on April 27, 2023
(the “Original Form 8-K”) and amended on August 3, 2023 (the “Amendment No. 1”), is being filed to amend Item 9.01 to present certain combined financial statements of Lew Thompson & Son and to present certain unaudited pro forma
consolidated financial statements of the Company in connection with the Company’s acquisition of Lew Thompson & Son. All of the other information in the Original Form 8-K, as amended by Amendment No. 1, remains unchanged.
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Item 9.01
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Financial Statements and Exhibits.
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(a)
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Financial statements of businesses or funds acquired.
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The audited combined financial statements of Lew Thompson & Son as of and for the year ended December 31, 2022, the notes thereto,
and the report of Grant Thornton, LLP are filed as Exhibit 99.2 and are incorporated in their entirety herein by reference.
The unaudited combined financial statements for Lew Thompson & Son as of and for the three months ended March 31, 2023 and the notes
thereto, are filed as Exhibit 99.3 and are incorporated in their entirety herein by reference.
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(b)
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Pro forma financial information.
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The unaudited pro forma consolidated financial
statements of the Company as of and for the three months ended March 31, 2023 and for the year ended December 31, 2022 giving effect to the acquisition of
Lew Thompson & Son, are filed as Exhibit 99.4 and are incorporated in their entirety herein by reference. Such unaudited pro forma consolidated financial statements are not necessarily indicative of the operating results and
financial position that actually would have been achieved if the acquisition had been in effect on the dates indicated or that may be achieved for future periods, and should be read in conjunction with the financial statements of
the Company and Lew Thompson & Son.
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(d)
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Exhibits.
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EXHIBIT
NUMBER
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EXHIBIT DESCRIPTION
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Consent of Independent Certified Public Accountants — Grant Thornton, LLP
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Lew Thompson & Son Trucking, Inc. and Related Entities Audited Combined Financial Statements as of and for the year ended December
31, 2022, the notes thereto, and the report of Grant Thornton, LLP.
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Lew Thompson & Son Trucking, Inc. and Related Entities Unaudited Combined Financial Statements as of and for the three months ended
March 31, 2023 and the notes thereto.
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Unaudited Pro Forma Consolidated Financial Statements of Covenant Logistics Group, Inc. as of and for the three months ended March 31,
2023 and for the year ended December 31, 2022 and the notes thereto.
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104
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Cover Page Interactive Data File
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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.
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COVENANT LOGISTICS GROUP, INC.
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(Registrant)
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Date: November 15, 2023
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By:
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/s/ James S. Grant
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James S. Grant
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Executive Vice President and Chief Financial Officer
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