Climb Global Solutions Files 8-K: Material Agreement & Financials

TL;DR

CLMB filed an 8-K detailing a material agreement and financial results as of July 31, 2024.

AI Summary

On July 31, 2024, Climb Global Solutions, Inc. (CLMB) entered into a Material Definitive Agreement, the details of which are not fully disclosed in this filing. The company also reported its Results of Operations and Financial Condition, along with providing a Regulation FD Disclosure. This 8-K filing includes Financial Statements and Exhibits.

Why It Matters

This filing provides crucial updates on Climb Global Solutions' financial performance and significant contractual agreements, which could impact investor decisions.

Risk Assessment

Risk Level: medium — The filing indicates a material definitive agreement and financial results, suggesting significant business developments that could carry inherent risks.

Key Players & Entities

• Climb Global Solutions, Inc. (company) — Registrant
• CLMB (company) — Ticker Symbol
• July 31, 2024 (date) — Date of earliest event reported
• Delaware (jurisdiction) — State of incorporation
• 13-3136104 (identifier) — IRS Number

FAQ

Key Financial Figures

• $20.3 million — gregate purchase price of approximately $20.3 million (subject to certain adjustments) plus a

Filing Documents

• clmb20240802h_8k.htm (8-K) — 34KB
• ex_708589.htm (EX-2.1) — 518KB
• ex_707850.htm (EX-99.1) — 269KB
• logo.jpg (GRAPHIC) — 9KB
• 0001437749-24-024891.txt ( ) — 1085KB
• clmb-20240731.xsd (EX-101.SCH) — 3KB
• clmb-20240731_def.xml (EX-101.DEF) — 11KB
• clmb-20240731_lab.xml (EX-101.LAB) — 15KB
• clmb-20240731_pre.xml (EX-101.PRE) — 11KB
• clmb20240802h_8k_htm.xml (XML) — 3KB

01 Entry into a Material Definitive Agreement

Item 1.01 Entry into a Material Definitive Agreement. On July 31, 2024, Climb Global Solutions DSS, LLC (the "Buyer"), a Delaware limited liability company and a wholly-owned subsidiary of Climb Global Solutions, Inc. (the "Company") entered into a Membership Interest Purchase Agreement by and among The Douglas Stewart Company, Inc., a Wisconsin corporation (the "Seller"), Robert Bernier ("Bernier"), Chuck Hulan (together with Bernier, the "Shareholders") and the Buyer (the "Purchase Agreement"). Upon the terms and subject to the conditions set forth in the Purchase Agreement, the Buyer, among other things, purchased one hundred percent of the issued and outstanding membership interests of Douglas Stewart Software & Services, LLC, a Florida limited liability company from the Seller for an aggregate purchase price of approximately $20.3 million (subject to certain adjustments) plus a potential post-closing earnout payment (the "Acquisition"). The Purchase Agreement contains customary representations, warranties, covenants and indemnities. The representations and warranties set forth in the Purchase Agreement were made solely for the benefit of the parties to the Purchase Agreement, and (i) should not be treated as categorical statements of fact, but rather as a way of allocating the risk to one of the parties if those statements prove to be inaccurate, (ii) may have been qualified in the Purchase Agreement by disclosures that were made to the other parties in accordance with the Purchase Agreement, (iii) may apply contractual standards of "materiality" that are different from "materiality" under applicable securities laws and (iv) were made only as of the dates specified in the Purchase Agreement. The foregoing description of the Purchase Agreement is not complete and is qualified in its entirety by reference to the full text of the Purchase Agreement filed as Exhibit 2.1 to this Current Report on Form 8-K and is incorporated by reference into this Item 1.01.

02 Results of Operations and Financial Condition

Item 2.02 Results of Operations and Financial Condition. On August 6, 2024, the Company issued a press release announcing its financial results for the quarter ended June 30, 2024. A copy of this press release is furnished as Exhibit 99.1 to this report and incorporated herein by reference (the "Press Release"). The information in this Item 2.02 of the Current Report on Form 8-K, including Exhibit 99.1, shall not be deemed to be "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to the liabilities of that section, and shall not be incorporated by reference into any registration statement or other document filed under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.

01 Regulation FD Disclosure

Item 7.01 Regulation FD Disclosure. The Press Release also announced the Acquisition. A copy of the Press Release is furnished herewith as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated by reference into this Item 7.01. The information contained in this Item 7.01 in this Current Report on Form 8-K, including the accompanying Exhibit 99.1 hereto, shall not be deemed "filed" for purposes of Section 18 of the Exchange Act, or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, regardless of any general incorporation language in such filings, unless expressly incorporated by specific reference in such filing.

01. Financial Statements and Exhibits

Item 9.01. Financial Statements and Exhibits. (d) Exhibits. 2.1*+ Membership Purchase Agreement, dated July 31, 2024, by and among Climb Global Solutions DSS, LLC, The Douglas Stewart Company, Inc., Robert Bernier and Chuck Hulan. 99.1** Press Release dated August 6, 2024. 104 Cover Page Interactive Data File (formatted as inline XBRL). * Certain schedules to this exhibit have been omitted in accordance with Item 601(a)(5) of Regulation S-K. The registrant agrees to furnish supplementally a copy of all omitted schedules to this exhibit to the Securities and Exchange Commission upon its request. + Certain confidential portions of this exhibit (indicated by brackets and asterisks) have been omitted in accordance with Item 601(b)(2) of Regulation S-K. The registrant agrees to furnish supplementally an unredacted copy of this exhibit to the Securities and Exchange Commission upon its request. ** Furnished herewithin. SIGNATURE 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. CLIMB GLOBAL SOLUTIONS, INC. Date: August 6, 2024 By: /s/ Andrew Clark Name: Andrew Clark Title: Vice President and Chief Financial Officer 2

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View this 8-K filing on SEC EDGAR