Item 3.01. Notice of Delisting or Failure to Satisfy a Continued Listing Rule or
           Standard; Transfer of Listing.

On November 18, 2019, Standard Diversified Inc. (the "Registrant") issued a press release indicating that it intends to pursue a merger with Turning Point Brands, Inc. ("Turning Point"), of which the Registrant held a 50.1% interest as of September 30, 2019. As reflected in the press release, pursuant to the proposed transaction, which would be a statutory merger implemented via Delaware law and is intended to constitute a tax-free "downstream reorganization" for U.S. federal income tax purposes, the Registrant would be merged with and into a wholly owned subsidiary of Turning Point with Turning Point as the survivor of the merger. Pursuant to the merger, holders of the Registrant's common stock would receive, in return for their common stock of the Registrant, shares of the common stock of Turning Point.

The proposed transaction is subject to the approval of the Registrant's Board of Directors (the "Board"), which would be based on a recommendation from a Special Committee of Independent Directors that the Board has formed to engage in discussions with Turning Point. The proposed transaction is also subject to the approval of the Registrant's stockholders, which stockholder approval is expected to be sought at a meeting of the Registrant's stockholders. The Registrant intends to hold such meeting in the next several months, and as a result did not hold an annual meeting of stockholders during the year ended December 31, 2019.

On January 7, 2020, the Registrant received a notice from NYSE American LLC ("NYSE American" or the "Exchange") indicating because the Registrant did not hold an annual meeting of stockholders during the year ended December 31, 2019, the Registrant is not in compliance with Section 704 of the NYSE American Company Guide, which requires that an issuer hold an annual meeting during each fiscal year.

As indicated above, the Registrant intends to hold a meeting of stockholders in the next several months with respect to the proposed transaction discussed above, which the Registrant expects will bring it into compliance.




Item 8.01 Other Information.

See Item 3.01 above for certain information regarding the Registrant's proposed corporate reorganization with Turning Point.

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