Delaware
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001-37763
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20-0709285
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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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5201 Interchange Way
Louisville, KY
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40229
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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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Common Stock, $0.01 par value
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TPB
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New York Stock Exchange
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☒
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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☐
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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☐
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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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☐
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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 2.02
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Results of Operations and Financial Condition
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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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Press release of the Company dated July 8, 2020, announcing its preliminary earnings information.
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Press release of the Company dated July 8, 2020, announcing its proposed 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 8, 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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•
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declining sales of tobacco products, and expected continuing decline of sales, in the tobacco industry overall; |
•
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our dependence on a small number of third-party suppliers and producers;
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•
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the possibility that we will be unable to identify or contract with new suppliers or producers in the event of a supply or product disruption; |
•
|
our business may be damaged by events outside of our suppliers’ control, such as the impact of epidemics (e.g., coronavirus), political upheavals, or natural disasters; |
•
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the possibility that our licenses to use certain brands or trademarks will be terminated, challenged or restricted; |
•
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failure to maintain consumer brand recognition and loyalty of our customers;
|
•
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substantial and increasing U.S. regulation;
|
•
|
regulation of our products by the FDA, which has broad regulatory powers;
|
•
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our products are subject to developing and unpredictable regulation, for example, current court action moving forward certain substantial Pre Market Tobacco Application obligations; |
•
|
some of our products contain nicotine which is considered to be a highly addictive substance;
|
•
|
uncertainty related to the regulation and taxation of our NewGen products;
|
•
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possible significant increases in federal, state and local municipal tobacco- and vapor-related taxes; |
•
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possible increasing international control and regulation;
|
•
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our reliance on relationships with several large retailers and national chains for distribution of our products; |
•
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our amount of indebtedness;
|
•
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the terms of our credit facilities, which may restrict our current and future operations;
|
•
|
intense competition and our ability to compete effectively;
|
•
|
uncertainty and continued evolution of markets containing our NewGen products;
|
•
|
significant product liability litigation;
|
•
|
the scientific community’s lack of information regarding the long-term health effects of electronic cigarettes, vaporizer and e-liquid use; |
•
|
requirement to maintain compliance with master settlement agreement escrow account;
|
•
|
competition from illicit sources;
|
•
|
our reliance on information technology;
|
•
|
security and privacy breaches;
|
•
|
contamination of our tobacco supply or products;
|
•
|
infringement on our intellectual property;
|
•
|
third-party claims that we infringe on their intellectual property;
|
•
|
failure to manage our growth;
|
•
|
failure to successfully integrate our acquisitions or otherwise be unable to benefit from pursuing acquisitions; |
•
|
fluctuations in our results;
|
•
|
exchange rate fluctuations;
|
•
|
adverse U.S. and global economic conditions;
|
•
|
sensitivity of end-customers to increased sales taxes and economic conditions;
|
•
|
failure to comply with certain regulations;
|
•
|
departure of key management personnel or our inability to attract and retain talent;
|
•
|
imposition of significant tariffs on imports into the U.S.;
|
•
|
reduced disclosure requirements applicable to emerging growth companies may make our common stock less attractive to investors, potentially decreasing our stock price; |
•
|
failure to maintain our status as an emerging growth company before the five-year maximum time period a company may retain such status; |
•
|
our principal stockholders will be able to exert significant influence over matters submitted to our stockholders and may take certain actions to prevent takeovers; |
•
|
our certificate of incorporation and bylaws, as well as Delaware law and certain regulations, could discourage or prohibit acquisition bids or merger proposals, which may adversely affect the market price of our common stock; |
•
|
our certificate of incorporation limits the ownership of our common stock by individuals and entities that are Restricted Investors. These restrictions may affect the liquidity of our common stock and may result in Restricted Investors being required to sell or redeem their shares at a loss or relinquish their voting, dividend and distribution rights; |
•
|
future sales of our common stock in the public market could reduce our stock price, and any additional capital raised by us through the sale of equity or convertible securities may dilute your ownership in us; |
•
|
we may issue preferred stock whose terms could adversely affect the voting power or value of our common stock;
|
•
|
prior to the consummation of the Merger, our status as a “controlled company” could make our common stock less attractive to some investors or otherwise harm our stock price; and
|
•
|
any failure to realize the full benefits of the Merger.
|
• |
declining sales of tobacco products, and expected continuing decline of sales, in the tobacco industry overall;
|
• |
our dependence on a small number of third-party suppliers and producers;
|
• |
the possibility that we will be unable to identify or contract with new suppliers or producers in the event of a supply or product disruption;
|
• |
our business may be damaged by events outside of our suppliers’ control, such as the impact of epidemics (e.g., coronavirus), political upheavals, or natural disasters;
|
• |
the possibility that our licenses to use certain brands or trademarks will be terminated, challenged or restricted;
|
• |
failure to maintain consumer brand recognition and loyalty of our customers;
|
• |
substantial and increasing U.S. regulation;
|
• |
regulation of our products by the FDA, which has broad regulatory powers;
|
• |
our products are subject to developing and unpredictable regulation, for example, current court action moving forward certain substantial Pre Market Tobacco Application obligations;
|
• |
some of our products contain nicotine which is considered to be a highly addictive substance;
|
• |
uncertainty related to the regulation and taxation of our NewGen products;
|
• |
possible significant increases in federal, state and local municipal tobacco- and vapor-related taxes;
|
• |
possible increasing international control and regulation;
|
• |
our reliance on relationships with several large retailers and national chains for distribution of our products;
|
• |
our amount of indebtedness;
|
• |
the terms of our credit facilities, which may restrict our current and future operations;
|
• |
intense competition and our ability to compete effectively;
|
• |
uncertainty and continued evolution of markets containing our NewGen products;
|
• |
significant product liability litigation;
|
• |
the scientific community’s lack of information regarding the long-term health effects of electronic cigarettes, vaporizer and e-liquid use;
|
• |
requirement to maintain compliance with master settlement agreement escrow account;
|
• |
competition from illicit sources;
|
• |
our reliance on information technology;
|
• |
security and privacy breaches;
|
• |
contamination of our tobacco supply or products;
|
• |
infringement on our intellectual property;
|
• |
third-party claims that we infringe on their intellectual property;
|
• |
failure to manage our growth;
|
• |
failure to successfully integrate our acquisitions or otherwise be unable to benefit from pursuing acquisitions;
|
• |
fluctuations in our results;
|
• |
exchange rate fluctuations;
|
• |
adverse U.S. and global economic conditions;
|
• |
sensitivity of end-customers to increased sales taxes and economic conditions;
|
• |
failure to comply with certain regulations;
|
• |
departure of key management personnel or our inability to attract and retain talent;
|
• |
imposition of significant tariffs on imports into the U.S.;
|
• |
reduced disclosure requirements applicable to emerging growth companies may make our common stock less attractive to investors, potentially decreasing our stock price;
|
• |
failure to maintain our status as an emerging growth company before the five-year maximum time period a company may retain such status;
|
• |
our principal stockholders will be able to exert significant influence over matters submitted to our stockholders and may take certain actions to prevent takeovers;
|
• |
our certificate of incorporation and bylaws, as well as Delaware law and certain regulations, could discourage or prohibit acquisition bids or merger proposals, which may adversely
affect the market price of our common stock;
|
• |
our certificate of incorporation limits the ownership of our common stock by individuals and entities that are Restricted Investors. These restrictions may affect the liquidity of our
common stock and may result in Restricted Investors being required to sell or redeem their shares at a loss or relinquish their voting, dividend and distribution rights;
|
• |
future sales of our common stock in the public market could reduce our stock price, and any additional capital raised by us through the sale of equity or convertible securities may
dilute your ownership in us;
|
•
|
we may issue preferred stock whose terms could adversely affect the voting power or value of our common stock;
|
•
|
prior to the consummation of the Merger, our status as a “controlled company” could make our common stock less attractive to some investors or otherwise harm our stock price; and
|
• |
any failure to realize the full benefits of the Merger.
|
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