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

RADIANT LOGISTICS, INC.

(Exact name of Registrant as Specified in Its Charter)

(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:

Securities registered pursuant to Section 12(b) of the Act:

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. ☐

Item 7.01 Regulation FD Disclosure.

On December 8, 2021, Radiant Logistics, Inc. (the “Company”) detected a ransomware incident impacting its operational and information technology systems, which has caused service delays for many of its customers. Promptly upon its detection of the incident, the Company initiated response protocols, launched an investigation and engaged the services of industry leading cybersecurity and forensics professionals. The Company has notified law enforcement and will provide any notices that may be required by applicable law.

The Company’s internal security teams, supplemented by leading cyber defense firms, has implemented a series of measures to assess, contain and remediate this incident. Systems recovery efforts are in process and the Company currently estimates those efforts to be largely complete in the coming week.

The Company is in ongoing communication with its customers to address any interim service delays. Although the Company is actively managing this incident, it has caused and may continue to cause a delay in parts of the Company’s business and may result in a deferral or loss of revenue as well as incremental costs that may adversely impact the Company’s financial results. As of the date of this filing, all the Company’s locations are operational.

The information in this Current Report on Form 8-K shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 (the “Exchange Act”), or otherwise subject to the liabilities of that Section. The information in this Item 7.01 of this Current Report shall not be incorporated by reference into any registration statement or other document pursuant to the Securities Act of 1933, as amended, or the Exchange Act.

Cautionary Note Regarding Forward Looking Statements

This Form 8-K contains certain statements that may be considered forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, including the Company’s current expectations concerning the resolution of this cyber-attack and its impact on the Company’s business, operations or financial results. These statements by their nature involve substantial risks and uncertainties, and actual results may differ materially from those expressed in such forward-looking statements. Important factors known to the Company that could cause actual results to differ materially from those discussed in the forward-looking statements are discussed above and in Part I, Item 1A of the Company’s Annual Report on Form 10-K for the year ended June 30, 2021. The Company undertakes no obligation to correct or update any forward-looking statements, whether as a result of new information, future events or otherwise.

SIGNATURES

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 thereunto duly authorized.