United States
Securities and Exchange Commission
Washington, D.C. 20549
Form 8-K
Current Report
Pursuant to Section 13 or 15(d) of the Securvities Exchange Act of 1934
Date of Report (Date of earliest event reported): June 9, 2022
CADRE HOLDINGS, INC.
(Exact name of registrant as specified in its charter)
| Delaware | 001-40698 | 38-3873146 |
| (State or other jurisdiction | (Commission File Number) | (IRS Employer |
| of incorporation) | Identification Number) |
| 13386 International Pkwy | 32218 |
| Jacksonville, Florida | (Zip Code) |
| (Address of principal executive offices) |
Registrant’s telephone number, including area code: (904) 741-5400
N/A
(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:
¨ 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))
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol | Name of each exchange on which registered |
| Common Stock, par value $.0001 | CDRE | New York Stock Exchange |
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).
| x | 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 June 9, 2022, Cadre Holdings, Inc. (the “Company”) entered into an underwriting agreement (the “Underwriting Agreement”) with, the selling stockholders named therein and each of BofA Securities, Inc. (“BofA”) and Jefferies LLC, as representatives of the several underwriters named therein (collectively, the “Underwriters”), relating to the primary public offering of 2,250,000 shares of the Company’s common stock, par value $0.0001 per share (the “Common Stock”) by the Company and the secondary offering of 1,750,000 shares of Common Stock by certain selling stockholders, at a price to the public of $23.50 per share.
The Underwriters received an underwriting discount of 6%, or $1.41 per share, in connection with the sale of the shares of Common Stock in the offering. The net proceeds to the Company from the offering, before expenses, were approximately $49,702,500. The Company intends to the use the net proceeds that it receives in the offering to reduce outstanding indebtedness as well as for general corporate purposes. The Company will not receive any proceeds from the sale of shares of Common Stock by the selling stockholders in the offering.
In addition, the Company granted the Underwriters a 30-day option to purchase up to 600,000 additional shares of Common Stock on the same terms and conditions. The closing of the offering of 2,250,000 shares of Common Stock by the Company and 1,750,000 shares of Common Stock by the selling stockholders occurred on June 14, 2022.
The Underwriting Agreement contains customary representations, warranties and covenants of the Company, indemnification rights and obligations of the parties and termination provisions. Pursuant to the Underwriting Agreement, the Company agreed to indemnify the Underwriters against certain specified types of liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”), to contribute to payments the Underwriters may be required to make in respect of these liabilities and to reimburse the Underwriters for certain expenses.
An affiliate of BofA is a lender with respect to amounts currently outstanding under the Company’s credit agreement and may receive a ratable portion of any part of the proceeds of the offering received by the Company that are used to repay borrowings outstanding under the credit agreement. Additionally, in the ordinary course of business, some of the Underwriters or their affiliates have from time to time in the past provided, and may from time to time in the future provide, investment banking services to us for which they have in the past received, and may in the future receive, customary fees.
The shares of Common Stock were offered and sold pursuant to the Company’s registration statement on Form S-1 (File No. 333-264414) and the registration statement on Form S-1 MEF (File No. 333-251930) (collectively, the “Registration Statement”) and filed with the Securities and Exchange Commission (the “Commission”) and the final prospectus filed with the Commission pursuant to Rule 424(b)(4) of the Securities Act. The Registration Statement was declared effective by the Commission on June 9. 2022.
The foregoing description of the material terms of the Underwriting Agreement is not complete and is qualified in its entirety by reference to the full text of the Underwriting Agreement, a copy of which is attached hereto as Exhibit 1.1 and incorporated herein by reference.
| Item 7.01. | Regulation FD Disclosure |
On June 9, 2022, the Company issued a press release announcing the pricing of the offering. A copy of the press release is furnished as Exhibit 99.1 hereto and is incorporated herein by reference.
| Item 9.01. | Financial Statements and Exhibits |
(d) Exhibits.
| Exhibit | Description |
| 1.1 | |
| 99.1 | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Dated: June 14, 2022
| CADRE HOLDINGS, INC. | ||
| By: | /s/ Blaine Browers | |
| Name: | Blaine Browers | |
| Title: | Chief Financial Officer | |