Page 1

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington , D.C. 20549 FORM 10 - K ANNUAL REPORT PURSUANT TO SECTION 13 OR 15 ( d ) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Annual Period Ended December 31 , 2020 OR TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 ( d ) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Transition Period from to Commission file number 001-37936 SMART SAND , INC . ( Exact name of registrant as specified in its charter ) smartsandⓇ Mine to Wellsite Solutions® Delaware ( State or other jurisdiction of incorporation or organization ) 1725 Hughes Landing Blvd , Suite 800 The Woodlands , Texas 77380 ( Address of principal executive offices ) Title of each class Common Stock , par value $ 0.001 per share 45-2809926 ( I.R.S. Employer Identification Number ) ( 281 ) 231-2660 ( Registrant's telephone number ) Securities registered pursuant to Section 12 ( b ) of the Act : Name of each exchange on which registered The NASDAQ Stock Market LLC Securities registered pursuant to Section 12 ( g ) of the Act : None Indicate by check mark if the registrant is a well - known seasoned issuer , as defined in Rule 405 of the Securities Act . Yes ¨ No X Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15 ( d ) of the Securities Exchange Act of 1934. Yes No x Indicate by check mark whether the registrant ( 1 ) has filed all reports required to be filed by Section 13 or 15 ( d ) of the Securities Exchange Act of 1934 during the preceding 12 months ( or for such shorter period that the registrant was required to file such reports ) , and ( 2 ) has been subject to such filing requirements for the past 90 days . Yes x No ¨ Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S - T ( §232.405 of this chapter ) during the preceding 12 months ( or for such shorter period that the registrant was required to submit such files ) . Yes x No Indicate by check mark whether the registrant is a large accelerated filer , an accelerated filer , a non - accelerated filer , a smaller reporting company , or an emerging growth company . See the definitions of " large accelerated filer , " " accelerated filer , " " smaller reporting company , " and " emerging growth company " in Rule 12b - 2 of the Exchange Act . Accelerated Filer Large accelerated filer Non - accelerated Filer ý Smaller reporting company 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 . Indicate by check mark whether the registrant is a shell company ( as defined in Rule 12b - 2 of the Act ) . Yes No x As of June 30 , 2020 , the last business day of the registrant's second fiscal quarter of 2020 , the aggregate market value of the registrant's common stock held by non - affiliates of the registrant was $ 22,081,954 based on the closing price of $ 1.05 per share , as reported on NASDAQ on that date . Number of shares of common shares outstanding , par value $ 0.001 per share as of February 24 , 2021 was 43,410,521 . DOCUMENTS INCORPORATED BY REFERENCE Portions of the registrant's proxy statement for the 2021 Annual Meeting of Stockholders are incorporated herein by reference in Part III of this Annual Report on Form 10 - K . Such proxy statement will be filed with the Securities and Exchange Commission within 120 days of the registrant's fiscal year ended December 31 , 2020 .