DMC Global Inc. Files 8-K for Material Agreement

TL;DR

DMC Global Inc. signed a material definitive agreement regarding its stock on Dec 3rd.

AI Summary

On December 3, 2024, DMC Global Inc. entered into a Material Definitive Agreement related to its common stock. The filing also includes Regulation FD disclosures and financial statements/exhibits.

Why It Matters

This 8-K filing indicates a significant event for DMC Global Inc. concerning its common stock, which could impact investors and its financial standing.

Risk Assessment

Risk Level: medium — Material definitive agreements can introduce new risks or opportunities that may affect the company's stock price and future performance.

Key Players & Entities

• DMC Global Inc. (company) — Registrant
• December 3, 2024 (date) — Date of Earliest Event Reported
• Delaware (jurisdiction) — State of Incorporation
• 001-14775 (other) — Commission File Number
• 84-0608431 (other) — I.R.S. Employer Identification No.

FAQ

Key Financial Figures

• $0.05 — ange on which registered Common Stock, $0.05 Par Value BOOM The Nasdaq Global Select
• $2.5 million — nge for the Company's: (i) payment of a $2.5 million fee to the Munera Member; (ii) agreemen

Filing Documents

• boom-20241203.htm (8-K) — 36KB
• amendmenttosecondarllca-ar.htm (EX-10.1) — 33KB
• dmc-arcadiaputcallextensio.htm (EX-99.1) — 8KB
• image_0.jpg (GRAPHIC) — 10KB
• 0000034067-24-000165.txt ( ) — 269KB
• boom-20241203.xsd (EX-101.SCH) — 3KB
• boom-20241203_def.xml (EX-101.DEF) — 16KB
• boom-20241203_lab.xml (EX-101.LAB) — 28KB
• boom-20241203_pre.xml (EX-101.PRE) — 17KB
• boom-20241203_htm.xml (XML) — 4KB

01 Entry into a Material Definitive Agreement

Item 1.01 Entry into a Material Definitive Agreement On December 3, 2024, DMC Global Inc. (the "Company") entered into an Amendment to the Second Amended and Restated Limited Liability Company Agreement of Arcadia Products, LLC ("Arcadia"), by and among Arcadia, the Company, DMC Korea, Inc., and New Arcadia Holdings, Inc. ("New Arcadia") (the "Amendment"). Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Amendment. Under the Amendment, New Arcadia has agreed not to exercise its Put Option or Transfer (or propose to Transfer) its Units to a Third Party until on or after September 6, 2026, in exchange for the Company's: (i) payment of a $2.5 million fee to the Munera Member; (ii) agreement to provide monthly updates on the Arcadia business to the directors that the Munera Member has appointed to the Arcadia board of directors; and (iii) agreement that if the Company is acquired, the Company will be deemed to have exercised its Call Option to acquire all of the Munera Member's interests in Arcadia, with payment of the purchase price to be made in connection with the closing of the sale of the Company. The Company continues to have the right to exercise its Call Option beginning December 23, 2024. The foregoing description of the Amendment is only a summary and is qualified in its entirety by reference to the full text of the Amendment, which is filed herewith as Exhibit 10.1 and incorporated herein by reference.

01 Regulation FD Disclosure

Item 7.01 Regulation FD Disclosure On December 4, 2024, the Company issued a press release announcing the matters described above. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference. The information provided in Item 7.01 of this Current Report on Form 8-K, including Exhibit 99.1 hereto, is being furnished and shall not be deemed "filed" for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and shall not be deemed incorporated by reference in any filings under the Securities Act of 1933, as amended, unless specifically stated so therein.

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits (d) Exhibits. Exhibit Number Description 10.1 Amendment to Second Amended and Restated Limited Liability Company Agreement of Arcadia Products, LLC, dated December 3, 2024, by and among Arcadia Products, LLC, DMC Global Inc., DMC Korea, Inc., and New Arcadia Holdings, Inc. 99.1 Press Release, dated December 4, 2024 104 Cover Page Interactive Data File (embedded within the Inline XBRL document). 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. DMC Global Inc. Dated: December 4, 2024 By: /s/ Michelle Shepston Name: Michelle Shepston Title: Executive Vice President and Chief Legal Officer

View Full Filing

View this 8-K filing on SEC EDGAR