Item 8.01 Other Events

As previously reported, on February 2, 2021, the Board of Directors (the "Board") of Tile Shop Holdings, Inc. (the "Company") unanimously voted to form a special committee (the "Special Committee") comprised of Mark J. Bonney, Linda Solheid and Deborah Glasser, three of the Company's independent directors, to evaluate, and to make a recommendation to the Board regarding, potential relisting of the Company's common stock on The Nasdaq Stock Market LLC ("Nasdaq"). Thereafter, the Special Committee undertook a thorough and deliberate process to evaluate the potential benefits, costs, burdens, and process associated with applying for listing and listing the Company's common stock with Nasdaq, and the Special Committee unanimously recommended that the Board authorize the Company to apply for listing of its common stock on Nasdaq. On March 1, 2021, after receiving the recommendation of the Special Committee, and evaluating the potential benefits, costs, burdens, and process associated with applying for listing and listing of the stock on Nasdaq, the Board unanimously voted to authorize the Company to apply for listing of the Company's common stock with Nasdaq. The Company's common stock is currently quoted on the Pink tier of the OTC Markets under the symbol "TTSH". The Company plans to proceed in a timely and orderly manner to apply for listing of its common stock on Nasdaq. The Company cautions the Company's stockholders and others considering trading the Company's securities that there is no assurance that Nasdaq will approve the Company's listing application.





Forward Looking Statements

This Current Report on Form 8-K includes "forward looking statements" within the meaning of the "safe harbor" provisions of the United States Private Securities Litigation Reform Act of 1995. Forward looking statements may be identified by the use of words such as "anticipate", "believe", "expect", "estimate", "plan", "outlook", and "project" and other similar expressions that predict or indicate future events or trends or that are not statements of historical matters. These forward looking statements include any statements regarding the Company's strategic and operational plan, including the Company's plans regarding Nasdaq relisting, and expected financial performance. Forward looking statements should not be read as a guarantee of future performance or results, and will not necessarily be accurate indications of the times at, or by, which such performance or results will be achieved. Forward looking statements are based on information available at the time such statements are made and/or management's good faith belief as of that time with respect to future events, and are subject to risks and uncertainties that could cause actual performance or results to differ materially from those expressed in or suggested by the forward looking statements, including but not limited to unforeseen events that may affect the retail market or the performance of the Company's stores. Many of the Company's risks have been, and may further be, exacerbated by the COVID-19 pandemic. The Company does not intend, and undertakes no duty, to update this information to reflect future events or circumstances. Investors are referred to the most recent reports filed with the SEC by the Company.

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