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(State or other Jurisdiction of Incorporation)
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(Commission File Number)
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(IRS Employer Identification No.)
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(Address of principal executive offices)
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(Zip Code)
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Title of each class
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Trading Symbol(s)
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Name of each exchange on which registered
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Item 1.01
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Entry into a Material Definitive Agreement
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On July 8, 2020, 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., Standard Diversified Inc. (collectively, the “Selling Stockholders”) and Cowen and Company, LLC as 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 $23.50 per share (the
“Purchase Price”). Pursuant to the Underwriting Agreement, certain of the Selling Stockholders granted the Underwriter a two business day option to purchase up to an aggregate of 215,000 additional shares of Common Stock at the Purchase
Price (the “Option Shares”). The Underwriter exercised its option to purchase the Option Shares in full on June 9, 2020. The offering of both the Firm Shares and the Option Shares closed on June 13, 2020. 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 its executive officers and directors and the Selling Stockholders have
agreed, subject to certain exceptions, that they will not, among other things, (i) offer, sell, assign, transfer, pledge, 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 90 days after the date of the pricing of the Offering. Included among the
exceptions is the ability to file a Registration Statement on Form S-3 to refresh the Company’s current Form S-3 upon its expiration.
The Offering was made pursuant to the Company’s effective shelf registration statement on Form S-3 (File No. 333-219114), which was declared
effective by the Securities and Exchange Commission (the “SEC”) on July 20, 2017, which consists of a base prospectus filed with the SEC on July 20, 2017, a preliminary prospectus supplement filed with the SEC on July 8, 2020, and a final
prospectus supplement filed with the SEC on July 9, 2020.
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.
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Item 8.01.
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Other Events.
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Item 9.01.
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Financial Statements and Exhibits.
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Exhibit
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Description
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Underwriting Agreement, dated as of July 8, 2020, among Turning Point Brands, Inc., Standard General Master Fund L.P., Standard General Master Fund II
L.P., Standard General Focus Fund L.P., Standard Diversified Inc. and Cowen and Company, LLC.
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Press release of the Company dated July 8, 2020, announcing the pricing of its previously announced underwritten public offering.
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104
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Cover Page Interactive Data File (embedded within the Inline XBRL document).
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TURNING POINT BRANDS, INC.
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Date: July 13, 2020
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By:
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/s/ James Dobbins
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Name:
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James Dobbins
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Title:
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Senior Vice President, General Counsel and Secretary
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