UNITED STATESSECURITIES 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
Date of Report (Date of earliest event reported): February 16, 2021
TURNING POINT BRANDS, INC.
(Exact name of registrant as specified in its charter)
| Delaware | 001-37763 | 20-0709285 |
| (State or other Jurisdiction of Incorporation) | (Commission File Number) | (IRS Employer Identification No.) |
5201 Interchange Way
Louisville, KY | 40229 |
| (Address of principal executive offices) | (Zip Code) |
Registrant’s telephone number, including area code: (502) 778-4421
(Former name or former address if changed since last report.)
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | | Trading Symbol(s) | | Name of each exchange on which registered |
| Common Stock, $0.01 par value | | TPB | | New York Stock Exchange |
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:
| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Indicate by check mark whether the registrant is an emerging growth company as defined in 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 1.01 Entry into a Material Definitive Agreement
On February 16, 2021, Turning Point Brands, Inc. (the “Company”) entered into an Underwriting Agreement (the “Underwriting Agreement”), with Standard General Master Fund L.P., Standard General Master Fund II L.P., Standard General Focus Fund L.P., P Standard General Ltd. (collectively, the “Selling Stockholders”) and Barclays Capital Inc., as the underwriter (the “Underwriter”), pursuant to which the Selling Stockholders agreed to sell 2,000,000 shares (the “Firm Shares”) of the Company’s common stock, par value $0.01 per share (the “Common Stock”), to the Underwriter (the “Offering”) at a price of $56.00 per share (the “Purchase Price”). Pursuant to the Underwriting Agreement, the Selling Stockholders granted the Underwriter a two business day option to purchase up to an aggregate of 300,000 additional shares of Common Stock to cover over-allotments at the Purchase Price (the “Option Shares”). The Underwriter did not exercise its option to purchase the Option Shares. The offering of the Firm Shares closed on February 18, 2021. The Company did not receive any of the proceeds from the Offering.
The Underwriting Agreement contains customary representations, warranties and agreements of the Company and the Selling Stockholders and other customary obligations of the parties and termination provisions. The Company and the Selling Stockholders, severally and not jointly, have agreed to indemnify the Underwriter against certain liabilities under the Securities Act of 1933, as amended (the “Securities Act”), or to contribute to payments the Underwriter may be required to make because of any such liabilities.
Pursuant to the terms of the Underwriting Agreement, the Company and the Selling Stockholders have agreed, subject to certain exceptions, that they will not, among other things, (i) offer, sell, assign, transfer, contract to sell, grant any option, right or warrant for the sale of, lend or otherwise dispose of or announce the intention to otherwise dispose of, directly or indirectly or (ii) enter into any swap or similar agreement or arrangement that transfers to another, in whole or in part, the economic consequence of ownership of, directly or indirectly, any Common Stock or securities convertible into or exchangeable or exercisable for any Common Stock without the prior written consent of the Underwriter, for a period of 75 days after the date of the pricing of the Offering.
The Offering was made pursuant to the Company’s effective shelf registration statement on Form S-3 (File No. 333- 240310), which was declared effective by the Securities and Exchange Commission (the “SEC”) on August 14, 2020, which consists of a base prospectus filed with the SEC on August 14, 2020, a preliminary prospectus supplement dated February 16, 2021, and a final prospectus supplement dated February 16, 2021.
The Underwriter and its affiliates have, from time to time, performed, and may in the future perform, commercial banking and investment banking services for the Company and its affiliates in the ordinary course of business, for which they received or will receive customary fees and expenses. In addition, in the ordinary course of their business activities, the Underwriter and its affiliates may make or hold and actively trade securities and/or instruments of the Company and its affiliates. The Underwriter and its affiliates may also make investment recommendations and/or publish or express independent research views in respect of such securities or financial instruments.
The preceding summary of the Underwriting Agreement is qualified in its entirety by reference to the full text of the Underwriting Agreement, a copy of which is attached as Exhibit 1.1 hereto and incorporated herein by reference.
Item 8.01 Other Events.
On February 16, 2021, the Company issued press releases announcing (i) the proposed Offering, and (ii) the pricing of the Offering. A copy of the press releases is attached as Exhibits 99.2 and 99.3, respectively, to this Current Report on Form 8-K.
Item 9.01. Financial Statements and Exhibits.
Not applicable.
Not applicable
Not applicable
Exhibits:
| | Description |
| | | |
| | Underwriting Agreement, dated as of February 16, 2021, among Turning Point Brands, Inc., Standard General Master Fund L.P., Standard General Master Fund II L.P., Standard General Focus Fund L.P., P Standard General Ltd. and Barclays Capital Inc. |
| | | |
| | Press release of the Company dated February 16, 2021, announcing its proposed underwritten public offering. |
| | | |
| | Press release of the Company dated February 16, 2021, announcing its proposed underwritten public offering. |
| | | |
| 104 | | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
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 hereunto duly authorized.
| | TURNING POINT BRANDS, INC. |
| | | |
| Date: February 18, 2021 | By: | /s/ Brittani Cushman |
| | Name: | Brittani Cushman |
| | Title: | Senior Vice President, General Counsel and Secretary |
