UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 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): January 2, 2025
Turning Point Brands, Inc.
(Exact Name of Registrant as Specified in its Charter)
Commission File Number: 001-37763
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Delaware
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20-0709285
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(State of Incorporation)
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(IRS Employer Identification No.)
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5201 Interchange Way, Louisville, Kentucky 40229
(Address of principal executive offices) (zip code)
(502) 778-4421
(Registrant’s telephone number, including area code)
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:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities registered pursuant to Section 12(b) of the Act:
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Title of each class
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Trading
Symbol(s)
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Name of each exchange
on which registered
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common stock $0.01 par value per share
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TPB
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NYSE
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 or Rule 12b-2 of the Securities Exchange
Act of 1934.
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. ☐
On January 2, 2025, Turning Point Brands, Inc. (the “Company”) contributed 100% of its
interest in South Beach Brands LLC (“SBB”), the subsidiary that owns and operates the Company’s Creative Distribution Solutions (“CDS”) segment, to General
Wireless Operations, Inc. (“GWO”) in exchange for 1,006.45 shares of GWO common stock and 680 shares of GWO Series B Preferred Stock, which together represent 49% of the issued and outstanding GWO common stock on a fully-diluted basis. CDS
generated $14.9 million in revenue, an operating loss of $270 thousand and positive EBITDA of $270 thousand for the three months ending September 30, 2024. GWO is a joint venture between the Company and Standard General, LP entered into in December 2018. Under certain circumstances the Company has the right to redeem the
contribution of SSB from GWO at fair market value. In addition, the Company received an option with a 15-year term to purchase the remaining 51% of GWO at an exercise price initially set at $22.0 million, which decreases over time based on
certain tax sharing payments to GWO. The Company will provide certain transition services to GWO in connection with the operation of SBB on an arm’s length basis.
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.
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TURNING POINT BRANDS, INC.
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Date: January 6, 2025
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By:
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/s/ Brittani N. Cushman |
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Brittani N. Cushman
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Senior Vice President, General Counsel and Secretary
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