Turning Point Brands Enters Material Definitive Agreement

TL;DR

TPB just signed a big deal, details to come.

AI Summary

On December 13, 2024, Turning Point Brands, Inc. filed an 8-K to report the entry into a material definitive agreement. The filing also includes financial statements and exhibits related to this agreement. Specific details of the agreement, including parties involved and financial terms, are expected to be elaborated upon within the full document.

Why It Matters

This filing indicates a significant new contract or partnership for Turning Point Brands, which could impact its future revenue and strategic direction.

Risk Assessment

Risk Level: medium — Entering into a material definitive agreement can introduce new risks and opportunities that are not yet fully understood.

Key Players & Entities

• Turning Point Brands, Inc. (company) — Registrant
• December 13, 2024 (date) — Date of earliest event reported

FAQ

Key Financial Figures

• $0.01 — hange on which registered common stock $0.01 par value per share TPB NYSE Indi
• $100,000,000 — an aggregate gross sales price of up to $100,000,000 (the " Placement Shares "). Sales of th

Filing Documents

• ny20038703x2_8k.htm (8-K) — 36KB
• ny20038703x2_ex1-1.htm (EX-1.1) — 225KB
• ny20038703x2_ex5-1.htm (EX-5.1) — 12KB
• ny20038703x2_ex5-1img1.jpg (GRAPHIC) — 9KB
• ny20038703x2_ex5-1img2.jpg (GRAPHIC) — 3KB
• 0001140361-24-049330.txt ( ) — 487KB
• tpb-20241213.xsd (EX-101.SCH) — 4KB
• tpb-20241213_lab.xml (EX-101.LAB) — 21KB
• tpb-20241213_pre.xml (EX-101.PRE) — 16KB
• ny20038703x2_8k_htm.xml (XML) — 4KB

01

ITEM 1.01. ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT. At the Market Offering On December 13, 2024, Turning Point Brands, Inc. (the " Company ") entered into an at-the-market sales agreement (the " sales agreement ") with B. Riley Securities, Inc. and Barclays Capital Inc. (together, the " sales agents "), relating to the issuance and sale from time to time by the Company (the " ATM Offering "), through the sales agents, of shares of the Company's common stock, par value $0.01 per share (the " Common Stock ") having an aggregate gross sales price of up to $100,000,000 (the " Placement Shares "). Sales of the Placement Shares, if any, under the sales agreement may be made in ordinary brokers' transactions, to or through a market maker, on or through the New York Stock Exchange (the " NYSE "), the existing trading market for the Company's Common Stock, or any other market venue where the Company's Common Stock may be traded, in the over-the-counter market, in privately negotiated transactions, or through a combination of any such methods of sale. The sales agents may also sell the Placement Shares by any other method permitted by law. Under the terms of the sales agreement, the Company will pay the sales agents a commission of up to 3.0% of the gross sales price of any Placement Shares sold. The Placement Shares to be sold under the sales agreement, if any, will be issued and sold pursuant to the prospectus forming a part of the Company's shelf registration thereto. The Company plans to use the net proceeds from any sales of Placement Shares pursuant to the sales agreement for general corporate purposes, including accelerating the national roll-out and expanding manufacturing of our white nicotine pouch brand FRE and joint v

Financial Statements and Exhibits

Financial Statements and Exhibits (d) Exhibits. Exhibit No. Description 1.1 At Market Issuance Sales Agreement, dated December 13, 2024, by and among Turning Point Brands, Inc., B. Riley Securities, Inc. and Barclays Capital Inc. 5.1 Opinion of Milbank LLP. 23.1 Consent of Milbank LLP (included in its opinion filed as Exhibit 5.1). 104.1 Cover page interactive data file (embedded within the Inline XBRL document).

SIGNATURES

SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, Turning Point Brands, Inc. has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. TURNING POINT BRANDS, INC. Date: December 13, 2024 By: /s/ Brittani N. Cushman

View Full Filing

View this 8-K filing on SEC EDGAR