Turning Point Brands, Inc. (NYSE:TPB) Files An 8-K Entry into a Material Definitive AgreementItem 1.01.Entry into a Material Definitive Agreement.
On July 20, 2017, Turning Point Brands, Inc. (the “Company”), entered into a Sales Agreement (the “Sales Agreement”) with Cowen and Company, LLC (“Cowen”), to which the Company may offer and sell, from time to time, shares of its common stock, $0.01 par value per share (the “Shares”), having an aggregate offering price of up to $50,000,000 through Cowen, as the Company’s sales agent (the “Program”). There is no current intention to sell Shares under the Program.
to the Sales Agreement, Shares may be sold by means of ordinary brokers’ transactions, including on the New York Stock Exchange, at market prices prevailing at the time of sale, at prices related to the prevailing market prices, or at negotiated prices, in block transactions, or as otherwise agreed upon by the Company and Cowen. The Company is not obligated to sell, and Cowen is not obligated to buy or sell, any shares under the Sales Agreement. No assurance can be given that the Company will sell any shares under the Sales Agreement, or, if it does, as to the price or amount of the Shares that it sells, or the dates when such sales will take place.
The Sales Agreement contains customary representations, warranties, and other terms, including an agreement by the Company to indemnify Cowen against certain liabilities arising under the Securities Act of 1933, as amended, or to contribute to payments Cowen may be required to make in respect of those liabilities. The foregoing description of the Sales Agreement is qualified in its entirety by reference to the full text of the Sales Agreement, which is filed with this report as Exhibit 1.1 and incorporated herein by reference in its entirety.
The Shares will be issued to the Company’s shelf registration statement on Form S-3 (Registration No. 333-219114), which became effective upon filing with the Securities and Exchange Commission (“SEC”) on July 20, 2017. For more information about investing in the at-the-market equity program, please read the registration statement, the Prospectus and other documents TPB has filed with the SEC.
On July 20, 2017, the Company issued a press release announcing the commencement of the Program. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
Item 9.01.Financial Statements and Exhibits.
| 1.1 |
Sales Agreement, dated as of July 20, 2017 between Turning Point Brands, Inc. and Cowen and Company, LLC. |
| 99.1 |
Press Release, dated July 20, 2017, issued by Turning Point Brands, Inc. |
Turning Point Brands, Inc. ExhibitEX-1.1 2 s001787x4_ex1-1.htm EXHIBIT 1.1 Exhibit 1.1 TURNING POINT BRANDS,…To view the full exhibit click here
About Turning Point Brands, Inc. (NYSE:TPB)
Turning Point Brands, Inc., formerly North Atlantic Holding Company, Inc., is a provider of Other Tobacco Products (OTP) in the United States. The Company operates through three segments: smokeless products, smoking products and NewGen products. The Smokeless products market consists of approximately four product categories, which includes loose leaf chewing tobacco, Moist Snuff, Moist Snuff Pouches and Snus. The smoking products consist of various product categories, including cigarette papers, large cigars, (MYO cigar wraps and MYO cigar smoking tobacco, MYO cigarette smoking tobacco and related products, and traditional pipe tobacco. The NewGen products consist of various products, such as liquid vapor products, tobacco vaporizer products and a range of non-tobacco products and other non-nicotine products. Its portfolio of brands includes Zig-Zag, Beech-Nut, Stoker’s, Trophy, Havana Blossom, Durango, Our Pride and Red Cap.