Form 8-K - Current report

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

_________________

FORM 8-K

_________________

CURRENT REPORT

Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): August 26, 2024

_______________________________

UFP Technologies, Inc.

(Exact name of registrant as specified in its charter)

_______________________________

Delaware	001-12648	04-2314970
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

100 Hale Street

Newburyport, Massachusetts - USA 01950-3504

(Address of Principal Executive Offices) (Zip Code)

(978) 352-2200

(Registrant's telephone number, including area code)

N/A

(Former name or former address, if changed since last report)

_______________________________

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock	UFPT	The NASDAQ Stock Market L.L.C.

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 7.01. Regulation FD Disclosure.

Pursuant to the terms of a Share Purchase Agreement, dated as of August 23, 2024 (the “AQF Purchase Agreement”), UFP Technologies, Inc. (“UFP” or the “Company”), purchased all of the issued and outstanding shares of the parent holding companies of AQF Limited, operating as AQF Medical, a leading manufacturer of custom engineered foam and thermoplastic components headquartered in County Meath, Ireland.

The shares were acquired for an aggregate purchase price of €43.0 million in cash. The aggregate purchase price at closing was approximately 12.3 times AQF Medical’s adjusted net income before interest, taxes, depreciation and amortization (adjusted EBITDA, which is a non-GAAP financial measure) for the 12-month period ended June 30, 2024.

The AQF Purchase Agreement contains customary representations, warranties, indemnities and covenants customary for transactions of this type.

On August 26, 2024, UFP issued a press release relating to the completion of the Company’s acquisition of AQF Medical. The press release is attached as Exhibit 99.1 hereto and is incorporated herein by reference.

Limitation on Incorporation by Reference. The information furnished in this Item 7.01, including the press release attached hereto as Exhibit 99.1, shall not be deemed “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, nor shall such information be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.

Cautionary Note Regarding Forward-Looking Statements. Except for historical information contained in the press release attached as an exhibit hereto, the press release contains forward-looking statements that involve certain risks and uncertainties that could cause actual results to differ materially from those expressed or implied by these statements. Please refer to the cautionary note in the press release regarding these forward-looking statements.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit Number		Description

99.1		Press release dated August 26, 2024, of UFP Technologies, Inc. announcing the completion of its acquisition of AQF Limited.
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.

	UFP Technologies, Inc.


Date: August 26, 2024	By:	/s/ Ronald J. Lataille
		Ronald J. Lataille
		Chief Financial Officer and Senior Vice President

EXHIBIT 99.1

UFP Technologies Acquires AQF Medical

NEWBURYPORT, Mass., Aug. 26, 2024 (GLOBE NEWSWIRE) -- UFP Technologies, Inc. (Nasdaq: UFPT), a designer and custom manufacturer of comprehensive solutions for medical devices, sterile packaging, and other highly engineered custom products, today announced the acquisition of AQF Limited (“AQF Medical”). Headquartered in Navan, Ireland with additional joint venture operations in Singapore, AQF Medical develops and manufactures custom-engineered foam and thermoplastic components used in a wide range of medical devices and packaging.

“We are excited about the addition of AQF Medical, our fourth acquisition in the past few months,” said R. Jeffrey Bailly, Chairman and CEO of UFP Technologies. “AQF Medical, with their excellent leadership team and strong reputation, brings significant value to our MedTech platform. Their expertise in converting specialty foams and films, and their strategically located factory for the MedTech market, give us the expanded European manufacturing presence our clients have requested and their joint venture facility in Singapore will enable us to support the Asian market locally.”

“We have a deep understanding of their processes and materials as our companies have served similar segments and applications for years,” continued Bailly. “In addition, we share numerous clients and their talented leadership team will be instrumental in continuing our international growth.”

“We are extremely pleased to join the UFP family and look forward to working together to create new opportunities that will be mutually beneficial to our worldwide client base,” said Seamus Fagan, Managing Director, AQF Medical. “UFP’s engineering capabilities will enhance our offering to existing customers, and we anticipate that our local knowledge will enable us to identify new clients in both Europe and Asia. We have long admired the UFP growth story, and we look forward to being an integral part of their ongoing journey.”

About UFP Technologies, Inc.

UFP Technologies is a designer and custom manufacturer of comprehensive solutions for medical devices, sterile packaging, and other highly engineered custom products. UFP is an important link in the medical device supply chain and a valued outsource partner to most of the top medical device manufacturers in the world. The Company’s single-use and single-patient devices and components are used in a wide range of medical devices and packaging for minimally invasive surgery, infection prevention, wound care, wearables, orthopedic soft goods, and orthopedic implants.

Forward Looking Statements

This press release contains statements relating to expected financial performance and/or future business prospects, events, and plans that are forward-looking statements. Such statements include but are not limited to: the anticipated effects on us of acquiring AQF Medical; anticipated trends in the different markets in which we compete and expectations regarding customer demand; expectations regarding our business opportunities; and statements about our growth potential and strategies for growth. Investors are cautioned that such forward-looking statements involve risks and uncertainties that could adversely affect our business and prospects, and otherwise cause actual results to differ materially from those anticipated by such forward-looking statements, including the risks that the Company will not realize the anticipated benefits of the acquisition of AQF Medical due to the inability of the Company to execute its business strategy, AQF Medical integration strategy or otherwise as well as other risks and uncertainties that are detailed in the documents we file with the SEC. Accordingly, actual results may differ materially. Readers are referred to the documents we file with the SEC, specifically the last report on Form 10-K. The forward-looking statements contained herein speak only of our expectations as of the date of this press release. We expressly disclaim any obligation or undertaking to release publicly any updates or revisions to any such statement to reflect any change in our expectations or any change in events, conditions, or circumstances on which any such statement is based.

Contact: Ron Lataille
978-234-0926, rlataille@ufpt.com

Cover	Aug. 26, 2024
Cover [Abstract]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Aug. 26, 2024
Entity File Number	001-12648
Entity Registrant Name	UFP Technologies, Inc.
Entity Central Index Key	0000914156
Entity Tax Identification Number	04-2314970
Entity Incorporation, State or Country Code	DE
Entity Address, Address Line One	100 Hale Street
Entity Address, City or Town	Newburyport
Entity Address, State or Province	MA
Entity Address, Postal Zip Code	01950-3504
City Area Code	978
Local Phone Number	352-2200
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common Stock
Trading Symbol	UFPT
Security Exchange Name	NASDAQ
Entity Emerging Growth Company	false