Statistik Asas
| LEI | 549300IYG00QF0VVP302 |
| CIK | 1290677 |
SEC Filings
All companies that sell securities in the United States must register with the Securities and Exchange Commission (SEC) and file reports on a regular basis.
These reports include company annual reports (10K, 10Q), news updates (8K), investor presentations (found in 8Ks), insider trades (form 4), ownership reports (13D, and 13G), and reports related to the specific securities sold, such as registration statements and prospectus. This page shows recent SEC filings related to Turning Point Brands, Inc.
SEC Filings (Chronological Order)
Halaman ini menyediakan senarai kronologi lengkap bagi Pemfailan SEC, tidak termasuk pemfailan pemilikan yang kami sediakan di tempat lain.
| August 11, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark One) ☑ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2025 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 00 |
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| August 6, 2025 |
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 6, 2025 TURNING POINT BRANDS, INC. (Exact name of registrant as specified in its charter) Delaware 001-37763 20-0709285 (State or other Jurisdiction of Incorporation) (Commissi |
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| August 6, 2025 |
Turning Point Brands Announces Second Quarter 2025 Results Exhibit 99.1 Turning Point Brands Announces Second Quarter 2025 Results ● Net Sales for Q2 2025 increased 25.1% year-over-year to $116.6 million ● Modern Oral Net Sales for Q2 2025 increased 651% (or nearly 8x) year-over-year to $30.1 million, and now accounts for 26% of total Net Sales ● Q2 2025 Adjusted EBITDA of $30.5 million, up 14.8% over prior year ● Company increasing 2025 Adjusted EBITDA g |
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| May 9, 2025 |
Submission of Matters to a Vote of Security Holders 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): May 6, 2025 TURNING POINT BRANDS, INC. (Exact name of registrant as specified in its charter) Delaware 001-37763 20-0709285 (State or other Jurisdiction of Incorporation) (Commission |
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| May 7, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark One) ☑ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2025 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 0 |
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| May 7, 2025 |
Turning Point Brands Announces First Quarter 2025 Results Exhibit 99.1 Turning Point Brands Announces First Quarter 2025 Results ● Net Sales for Q1 2025 Increased 28.1% Year-Over-Year to $106.4 million ● Modern Oral Net Sales for Q1 2025 of $22.3 million ● Q1 2025 Adjusted EBITDA of $27.7 million, up 12.0% over prior year ● Reaffirm our previously announced 2025 Adjusted EBITDA guidance of $108.0 – 113.0 million; increasing full-year consolidated nicotin |
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| May 7, 2025 |
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): May 7, 2025 TURNING POINT BRANDS, INC. (Exact name of registrant as specified in its charter) Delaware 001-37763 20-0709285 (State or other Jurisdiction of Incorporation) (Commission |
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| April 10, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Defi |
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| March 28, 2025 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 1 |
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| March 14, 2025 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 1 |
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| March 11, 2025 |
Financial Statements and Exhibits, Changes in Registrant's Certifying Accountant 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): March 7, 2025 TURNING POINT BRANDS, INC. (Exact name of registrant as specified in its charter) Delaware 001-37763 20-0709285 (State or other Jurisdiction of Incorporation) (Commissio |
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| March 11, 2025 |
Letter of RSM US LLP, dated as of March 11, 2025 Exhibit 16.1 |
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| March 6, 2025 |
TURNING POINT BRANDS, INC. SECURITIES TRADING POLICY (Adopted as of June 14, 2024) Exhibit 19.1 TURNING POINT BRANDS, INC. SECURITIES TRADING POLICY (Adopted as of June 14, 2024) This Securities Trading Policy (this “Policy”) provides guidelines to directors, officers, employees, agents, advisors and consultants of Turning Point Brands, Inc. and its subsidiaries (the “Company”) with respect to transactions in the Company’s securities (such as common shares, options to buy or sel |
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| March 6, 2025 |
Exhibit 10.34 Executive Version NOTWITHSTANDING ANYTHING HEREIN TO THE CONTRARY, THE LIEN AND SECURITY INTEREST GRANTED TO THE COLLATERAL AGENT PURSUANT TO THIS SECURITY AGREEMENT AND THE EXERCISE OF ANY RIGHT OR REMEDY BY THE COLLATERAL AGENT HEREUNDER ARE SUBJECT TO THE PROVISIONS OF THE “INTERCREDITOR AGREEMENT” (AS DEFINED IN THE INDENTURE REFERRED TO BELOW). IN THE EVENT OF ANY CONFLICT BETWE |
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| March 6, 2025 |
Turning Point Brands. Inc. 5201 Interchange Way Louisville, KY 40229 Exhibit 10.33 Turning Point Brands. Inc. 5201 Interchange Way Louisville, KY 40229 March 6, 2024 Andrew Flynn Dear Mr. Flynn: As discussed, Turning Point Brands, Inc., together with any successor thereto ("Turning Point" and, together with its applicable employing subsidiaries, the "Company"), agrees to retain your services on the terms, provisions and conditions set forth in this employment lette |
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| March 6, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K (Mark One) ☑ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-37 |
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| March 6, 2025 |
Exhibit 21 Subsidiaries of Turning Point Brands, Inc. The following list outlines the subsidiaries of Turning Point Brands, Inc., as of February 1, 2025. Jurisdiction of Organization Turning Point Brands, Inc. Delaware North Atlantic Trading Company, Inc. Delaware National Tobacco Finance, LLC Delaware National Tobacco Company, L.P. Delaware North Atlantic Operating Company, Inc. Delaware RBJ Sale |
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| March 6, 2025 |
Exhibit 4.3 Execution Version TURNING POINT BRANDS, INC. 7.625% SENIOR SECURED NOTES DUE 2032 INDENTURE DATED AS OF FEBRUARY 19, 2025 GLAS TRUST COMPANY LLC, as Trustee and Notes Collateral Agent TABLE OF CONTENTS Page ARTICLE I DEFINITIONS AND INCORPORATION BY REFERENCE 1 SECTION 1.1 Definitions 1 SECTION 1.2 Other Definitions 52 SECTION 1.3 Incorporation by Reference of Trust Indenture Act 52 SE |
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| March 6, 2025 |
Turning Point Brands Announces Fourth Quarter and Full Year 2024 Results Exhibit 99.1 Turning Point Brands Announces Fourth Quarter and Full Year 2024 Results ● Q4 2024 Adjusted EBITDA of $26.2 million, up 5.3% over prior year ● Net Sales for Q4 2024 Increased 12.8% Year-Over-Year to $93.7 million ● FY 2024 Adjusted EBITDA of $104.5 million, up 12.0% over prior year ● FY 2025 guidance: Adjusted EBITDA of $108-113 million and Modern Oral sales of $60-80 million LOUISVIL |
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| March 6, 2025 |
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): March 6, 2025 TURNING POINT BRANDS, INC. (Exact name of registrant as specified in its charter) Delaware 001-37763 20-0709285 (State or other Jurisdiction of Incorporation) (Commissio |
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| March 6, 2025 |
Exhibit 10.35 Executive Version PATENT SECURITY AGREEMENT THIS PATENT SECURITY AGREEMENT (this “Agreement”), dated as of February 19, 2025, is made by the grantors signatories hereto (the “Grantors”) in favor of GLAS Trust Company LLC, a limited liability company organized and existing under the laws of the State of New Hampshire, in its capacity as collateral agent (the “Collateral Agent”) for th |
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| February 19, 2025 |
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): February 19, 2025 TURNING POINT BRANDS, INC. (Exact name of registrant as specified in its charter) Delaware 001-37763 20-0709285 (State or other Jurisdiction of Incorporation) (Commi |
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| February 11, 2025 |
Turning Point Brands Announces Pricing of $300,000,000 of 7.625% Senior Secured Notes due 2032 Exhibit 99.1 Turning Point Brands Announces Pricing of $300,000,000 of 7.625% Senior Secured Notes due 2032 LOUISVILLE, KY. (February 11, 2025) Turning Point Brands, Inc. (“TPB” or the “Company”) (NYSE: TPB), a manufacturer, marketer and distributor of branded consumer products, today announced that is has priced its previously announced private offering (the “Offering”) of $300.0 million aggregat |
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| February 11, 2025 |
Financial Statements and Exhibits, Other Events 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): February 11, 2025 TURNING POINT BRANDS, INC. (Exact name of registrant as specified in its charter) Delaware 001-37763 20-0709285 (State or other Jurisdiction of Incorporation) (Commi |
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| February 10, 2025 |
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): February 10, 2025 TURNING POINT BRANDS, INC. (Exact name of registrant as specified in its charter) Delaware 001-37763 20-0709285 (State or other Jurisdiction of Incorporation) (Commi |
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| January 6, 2025 |
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. |
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| December 13, 2024 |
TURNING POINT BRANDS, INC. Up to $100,000,000 of Common Stock TABLE OF CONTENTS Filed Pursuant to Rule 424(b)(5) Registration No. 333-274825 Prospectus Supplement (To Prospectus dated October 13, 2023) TURNING POINT BRANDS, INC. Up to $100,000,000 of Common Stock We entered into an At Market Issuance Sales Agreement (the “sales agreement”) with B. Riley Securities, Inc. (“B. Riley Securities”) and Barclays Capital Inc. (“Barclays”, each of B. Riley Securit |
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| December 13, 2024 |
Entry into a Material Definitive Agreement, Financial Statements and Exhibits 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): December 13, 2024 Turning Point Brands, Inc. |
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| December 13, 2024 |
Exhibit 1.1 TURNING POINT BRANDS, INC. Common Stock (par value $0.01 per share) At Market Issuance Sales Agreement December 13, 2024 B. Riley Securities, Inc. 299 Park Avenue, 21st Floor New York, NY 10171 Barclays Capital Inc. 745 Seventh Avenue New York, New York 10019 Ladies and Gentlemen: Turning Point Brands, Inc., a Delaware corporation (the “Company”), confirms its agreement (this “Agreemen |
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| November 14, 2024 |
TPB / Turning Point Brands, Inc. / ArrowMark Colorado Holdings LLC Passive Investment SC 13G/A 1 arrowmark-tpb093024a2.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 2)* TURNING POINT BRANDS, INC. (Name of Issuer) Common Stock, par value $0.01 per share (Title of Class of Securities) 90041L105 (CUSIP Number) September 30, 2024 (Date of Event Which Requires Filing of this Statement) Ch |
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| November 8, 2024 |
SC 13G/A 1 turningpointbrandsinc13g-a1.htm SC 13G/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1) * TURNING POINT BRANDS, INC. (Name of Issuer) COMMON STOCK (Title of Class of Securities) 90041L105 (CUSIP Number) SEPTEMBER 30, 2024 (Date of Event Which Requires Filing of this Statement) Check the app |
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| November 7, 2024 |
Turning Point Brands Announces Third Quarter 2024 Results Exhibit 99.1 Turning Point Brands Announces Third Quarter 2024 Results • Q3 2024 Adjusted EBITDA of $27.2 million, up 11% over prior year • Zig-Zag and Stoker’s Products Net Sales for Q3 2024 Increased 8% Year-Over-Year • Company increases full-year 2024 adjusted EBITDA guidance to $101 to $103 million LOUISVILLE, KY – November 7, 2024 – Turning Point Brands, Inc. (“TPB” or “the Company”) (NYSE: T |
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| November 7, 2024 |
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): November 07, 2024 TURNING POINT BRANDS, INC. (Exact name of registrant as specified in its charter) Delaware 001-37763 20-0709285 (State or other Jurisdiction of Incorporation) (Commi |
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| November 7, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark One) ☑ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2024 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-37763 TURNI |
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| September 3, 2024 |
September 3, 2024 VIA EDGAR United States Securities and Exchange Commission 100 F Street, N. |
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| August 1, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark One) ☑ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2024 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-37763 TURNING PO |
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| August 1, 2024 |
Turning Point Brands Announces Second Quarter 2024 Results Exhibit 99.1 Turning Point Brands Announces Second Quarter 2024 Results • Q2 2024 Adjusted EBITDA of $27.0 million, up 7% over prior year • Zig-Zag and Stoker’s Products Net Sales for Q2 2024 Increased 13% Year-Over-Year • Company increases full-year 2024 adjusted EBITDA guidance to $98 to $102 million LOUISVILLE, KY – August 1, 2024 – Turning Point Brands, Inc. (“TPB” or “the Company”) (NYSE: TPB |
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| August 1, 2024 |
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 1, 2024 TURNING POINT BRANDS, INC. (Exact name of registrant as specified in its charter) Delaware 001-37763 20-0709285 (State or other Jurisdiction of Incorporation) (Commissi |
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| July 31, 2024 |
July 31, 2024 VIA EDGAR United States Securities and Exchange Commission 100 F Street, N. |
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| July 22, 2024 |
55 Hudson Yards | New York, NY 10001-2163 milbank.com 55 Hudson Yards | New York, NY 10001-2163 milbank.com July 22, 2024 VIA EDGAR United States Securities and Exchange Commission 100 F Street, N.W. Washington, D.C. 20549 Attn: Beverly Singleton or Andrew Blume Re: Turning Point Brands, Inc. Form 10-K for the Fiscal Year Ended December 31, 2023 Form 8-K Filed May 2, 2024 File No. 001-37763 Dear Ms. Singleton and Mr. Blume: This letter confirms that |
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| June 21, 2024 |
June 21, 2024 VIA EDGAR United States Securities and Exchange Commission 100 F Street, N. |
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| June 12, 2024 |
55 Hudson Yards | New York, NY 10001-2163 55 Hudson Yards | New York, NY 10001-2163 milbank.com June 12, 2024 VIA EDGAR United States Securities and Exchange Commission 100 F Street, N.W. Washington, D.C. 20549 Attn: Beverly Singleton or Andrew Blume Re: Turning Point Brands, Inc. Form 10-K for the Fiscal Year Ended December 31, 2023 Form 8-K Filed May 2, 2024 File No. 001-37763 Dear Ms. Singleton and Mr. Blume: This letter confirms that |
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| May 6, 2024 |
Submission of Matters to a Vote of Security Holders 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): May 1, 2024 TURNING POINT BRANDS, INC. (Exact name of registrant as specified in its charter) Delaware 001-37763 20-0709285 (State or other Jurisdiction of Incorporation) (Commission |
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| May 2, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark One) ☑ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2024 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-37763 TURNING P |
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| May 2, 2024 |
Turning Point Brands, Inc. 5201 Interchange Way Louisville, KY 40229 Exhibit 10.2 Turning Point Brands, Inc. 5201 Interchange Way Louisville, KY 40229 March 29, 2024 Dear David: As discussed, the Board of Directors (the “Board”) of Turning Point Brands, Inc., together with any successor thereto (“Turning Point” and, together with its applicable employing subsidiaries, the “Company”) wishes to extend your service as Executive Chairman of Turning Point on the general |
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| May 2, 2024 |
Exhibit 99.1 Turning Point Brands Announces First Quarter 2024 Results -Q1 2024 Adjusted EBITDA of $25.3 million, up 22% over prior year - Net Sales for Q1 2024 Zig-Zag and Stoker’s Products Increased 10% Year-Over-Year -Company reaffirms full-year 2024 adjusted EBITDA guidance of $95 to $100 million. LOUISVILLE, KY – May 2, 2024 – Turning Point Brands, Inc. (“TPB” or “the Company”) (NYSE: TPB), a |
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| May 2, 2024 |
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): May 02, 2024 TURNING POINT BRANDS, INC. (Exact name of registrant as specified in its charter) Delaware 001-37763 20-0709285 (State or other Jurisdiction of Incorporation) (Commission |
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| April 23, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 NOTICE OF EXEMPT SOLICITATION Submitted Pursuant to Rule 14a-6(g) (Amendment No. ) 1. Name of the Registrant: Turning Point Brands, Inc. [CIK: 1290677] 2. Name of Person Relying on Exemption: Scott Klarquist 3. Address of Person Relying on the Exemption: Available Upon Request 4. Written Material. The following written materia |
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| March 22, 2024 |
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): March 20, 2024 TURNING POINT BRANDS, INC. (Exact name of registrant as specified in its charter) Delaware 001-37763 20-0709285 (State or other Jurisdiction of Incorporation) (Commissi |
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| March 22, 2024 |
TABLE OF CONTENTS UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule |
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| March 12, 2024 |
Turning Point Brands. Inc. 5201 Interchange Way Louisville, KY 40229 Exhibit 10.1 Turning Point Brands. Inc. 5201 Interchange Way Louisville, KY 40229 March 6, 2024 Andrew Flynn 6710 Beauford Dr. Austin, TX 78750-8124 Dear Mr. Flynn: As discussed, Turning Point Brands, Inc., together with any successor thereto ("Turning Point" and, together with its applicable employing subsidiaries, the "Company"), agrees to retain your services on the terms, provisions and condit |
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| March 12, 2024 |
Turning Point Brands Appoints Andrew Flynn as Chief Financial Officer Exhibit 99.1 Turning Point Brands Appoints Andrew Flynn as Chief Financial Officer LOUISVILLE, Ky. – March 11, 2024 – Turning Point Brands, Inc. (“TPB” or the “Company”) (NYSE: TPB), a manufacturer, marketer and distributor of branded consumer products, including alternative smoking accessories and consumables with active ingredients, announced today the appointment Andrew Flynn as the Company’s n |
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| March 12, 2024 |
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): March 8, 2024 TURNING POINT BRANDS, INC. (Exact name of registrant as specified in its charter) Delaware 001-37763 20-0709285 (State or other Jurisdiction of Incorporation) (Commissio |
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| February 28, 2024 |
Exhibit 10.37 Execution Version ABL CREDIT AGREEMENT dated as of November 7, 2023, among TPB SPECIALTY FINANCE LLC, as the Borrower, THE LENDERS AND L/C ISSUERS PARTY HERETO and BARCLAYS BANK PLC, as Administrative Agent and Collateral Agent and FIRST-CITIZENS BANK & TRUST COMPANY, as Additional Collateral Agent BARCLAYS BANK PLC, and FIRST-CITIZENS BANK & TRUST COMPANY, as Joint Lead Arrangers an |
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| February 28, 2024 |
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): February 28, 2024 TURNING POINT BRANDS, INC. (Exact name of registrant as specified in its charter) Delaware 001-37763 20-0709285 (State or other Jurisdiction of Incorporation) (Commi |
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| February 28, 2024 |
Exhibit 10.38 Execution Version PLEDGE AND SECURITY AGREEMENT THIS PLEDGE AND SECURITY AGREEMENT (as it may be amended or modified from time to time, the “Security Agreement”) is entered into as of November 7, 2023 by and among TPB Specialty Finance LLC, a Delaware limited liability company (the “Grantor”), and Barclays Bank PLC, in its capacity as collateral agent (the “Collateral Agent”) for the |
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| February 28, 2024 |
Exhibit 99.1 Turning Point Brands Announces Fourth Quarter and Full Year 2023 Results -Net Sales for Q4 2023 Zig-Zag and Stoker’s Products Increased 5.9 Percent Year-Over-Year -Adjusted EBITDA for Q4 2023 of $24.8 Million Increased 7.5 Percent Year-Over-Year -FY 2023 Free Cash Flow of $61.2 Million LOUISVILLE, KY – February 28, 2024 – Turning Point Brands, Inc. (“TPB” or “the Company”) (NYSE: TPB) |
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| February 28, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K (Mark One) ☑ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-37763 TURNING POINT |
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| February 28, 2024 |
Exhibit 21 Subsidiaries of Turning Point Brands, Inc. The following list outlines the subsidiaries of Turning Point Brands, Inc., as of December 31, 2023. Jurisdiction of Organization Turning Point Brands, Inc. Delaware North Atlantic Trading Company, Inc. Delaware National Tobacco Finance, LLC Delaware National Tobacco Company, L.P. Delaware North Atlantic Operating Company, Inc. Delaware RBJ Sal |
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| February 28, 2024 |
TURNING POINT BRANDS, INC. CLAWBACK POLICY Exhibit 97 Adopted: October 30, 2023 TURNING POINT BRANDS, INC. CLAWBACK POLICY 1. POLICY In accordance with the applicable NYSE listing rules (the “Listing Rules”) and Section 10D and Rule 10D-1 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) (“Rule 10D-1”), the Board of Directors (the “Board”) of Turning Point Brands, Inc. (the “Company”), has adopted this Clawback Policy |
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| February 14, 2024 |
TPB / Turning Point Brands, Inc. / ArrowMark Colorado Holdings LLC Passive Investment SC 13G/A 1 arrowmark-tpb123123a1.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 1)* TURNING POINT BRANDS, INC. (Name of Issuer) Common Stock, par value $0.01 per share (Title of Class of Securities) 90041L105 (CUSIP Number) December 31, 2023 (Date of Event Which Requires Filing of this Statement) Che |
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| February 13, 2024 |
TPB / Turning Point Brands, Inc. / VANGUARD GROUP INC - SCHEDULE 13G/A Passive Investment SC 13G/A 1 tv02126-turningpointbrandsin.htm SCHEDULE 13G/A SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No.: 1)* Name of issuer: Turning Point Brands Inc Title of Class of Securities: Common Stock CUSIP Number: 90041L105 Date of Event Which Requires Filing of this Statement: December 29, 2023 Check the appropriate box t |
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| February 12, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. ) * TURNING POINT BRANDS, INC. (Name of Issuer) COMMON STOCK (Title of Class of Securities) 90041L105 (CUSIP Number) DECEMBER 31, 2023 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which t |
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| February 7, 2024 |
TPB / Turning Point Brands, Inc. / THRIVENT FINANCIAL FOR LUTHERANS Passive Investment SC 13G/A 1 tfl13ga7tpb.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 7 )* Turning Point Brands, Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 90041L105 (CUSIP Number) December 31, 2023 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate th |
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| November 8, 2023 |
Exhibit 99.1 Turning Point Brands Announces Third Quarter 2023 Results and Closing of New ABL Facility -Revised Annual Adjusted EBITDA Guidance to $92 to $95 million from $90 to $95 million -Repurchased Another $15 million of Outstanding Convertible Bonds LOUISVILLE, KY – November 8, 2023 – Turning Point Brands, Inc. (“TPB” or “the Company”) (NYSE: TPB), a manufacturer, marketer and distributor of |
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| November 8, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark One) ☑ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2023 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-37763 TURNI |
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| November 8, 2023 |
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): November 08, 2023 TURNING POINT BRANDS, INC. (Exact name of registrant as specified in its charter) Delaware 001-37763 20-0709285 (State or other Jurisdiction of Incorporation) (Commi |
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| October 13, 2023 |
Turning Point Brands, Inc. Common Stock Preferred Stock Depositary Shares Debt Securities TABLE OF CONTENTS Filed pursuant to Rule 424(b)(5) Registration No. 333-274825 PROSPECTUS Turning Point Brands, Inc. $500,000,000 Common Stock Preferred Stock Depositary Shares Warrants Units Debt Securities From time to time, in one or more offerings, we may offer and sell up to an aggregate of $500,000,000 of our (i) common stock, (ii) preferred stock, (iii) depositary shares, (iv) warrants, ( |
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| October 6, 2023 |
Turning Point Brands, Inc. 5201 Interchange Way Louisville, KY 40229 Turning Point Brands, Inc. 5201 Interchange Way Louisville, KY 40229 October 6, 2023 Division of Corporation Finance U.S. Securities and Exchange Commission Office of Manufacturing 100 F Street, N.E. Washington, D.C. 20549 Attention: Jay Ingram and Erin Donahue RE : Turning Point Brands, Inc. Registration Statement on Form S-3 (File No. 333-274825) Ladies and Gentlemen: Reference is made to the Re |
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| October 2, 2023 |
As filed with the Securities and Exchange Commission on October 2, 2023 TABLE OF CONTENTS As filed with the Securities and Exchange Commission on October 2, 2023 Registration No. |
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| October 2, 2023 |
Exhibit 25.1 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM T-1 STATEMENT OF ELIGIBILITY UNDER THE TRUST INDENTURE ACT OF 1939 OF A CORPORATION DESIGNATED TO ACT AS TRUSTEE CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY OF A TRUSTEE PURSUANT TO SECTION 305(b) (2) GLAS TRUST COMPANY LLC (Exact name of trustee as specified in its charter) A New Hampshire Limited Liability Company 8 |
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| October 2, 2023 |
Exhibit 4.5 TURNING POINT BRANDS, INC. INDENTURE Dated as of [ ], 202[ ] GLAS TRUST COMPANY LLC as Trustee TABLE OF CONTENTS Page ARTICLE I. DEFINITIONS AND INCORPORATION BY REFERENCE 1 Section 1.1 Definitions 1 Section 1.2 Other Definitions 4 Section 1.3 Incorporation by Reference of Trust Indenture Act 5 Section 1.4 Rules of Construction 5 ARTICLE II. THE SECURITIES 5 Section 2.1 Issuable in Ser |
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| October 2, 2023 |
Exhibit 107 Calculation of Filing Fee Tables S-3 (Form Type) Turning Point Brands, Inc. |
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| August 29, 2023 |
Turning Point Brands, Inc. 5201 Interchange Way Louisville, Kentucky 40229 Turning Point Brands, Inc. 5201 Interchange Way Louisville, Kentucky 40229 August 29, 2023 VIA EDGAR U.S. Securities and Exchange Commission Division of Corporation Finance 100 F. Street N.E. Washington, D.C. 20549 Re: Turning Point Brands, Inc. Request for Withdrawal of Registration Statement on Form S-3 (File No. 333-273778) Ladies and Gentlemen: Pursuant to Rule 477 promulgated under the Securi |
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| August 7, 2023 |
Exhibit 4.5 TURNING POINT BRANDS, INC. INDENTURE Dated as of [ ], 202[ ] GLAS TRUST COMPANY LLC as Trustee TABLE OF CONTENTS Page ARTICLE I. DEFINITIONS AND INCORPORATION BY REFERENCE 1 Section 1.1 Definitions 1 Section 1.2 Other Definitions 4 Section 1.3 Incorporation by Reference of Trust Indenture Act 5 Section 1.4 Rules of Construction 5 ARTICLE II. THE SECURITIES 5 Section 2.1 Issuable in Ser |
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| August 7, 2023 |
As filed with the Securities and Exchange Commission on August 7, 2023 TABLE OF CONTENTS As filed with the Securities and Exchange Commission on August 7, 2023 Registration No. |
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| August 7, 2023 |
Exhibit 25.1 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM T-1 STATEMENT OF ELIGIBILITY UNDER THE TRUST INDENTURE ACT OF 1939 OF A CORPORATION DESIGNATED TO ACT AS TRUSTEE CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY OF A TRUSTEE PURSUANT TO SECTION 305(b) (2) GLAS TRUST COMPANY LLC (Exact name of trustee as specified in its charter) A New Hampshire Limited Liability Company 8 |
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| August 7, 2023 |
Exhibit 107 Calculation of Filing Fee Tables S-3 (Form Type) Turning Point Brands, Inc. |
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| August 2, 2023 |
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 2, 2023 TURNING POINT BRANDS, INC. (Exact name of registrant as specified in its charter) Delaware 001-37763 20-0709285 (State or other Jurisdiction of Incorporation) (Commissi |
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| August 2, 2023 |
AMENDMENT NO. 1 TO CREDIT AGREEMENT Exhibit 10.1 Execution Version AMENDMENT NO. 1 TO CREDIT AGREEMENT AMENDMENT NO. 1 TO CREDIT AGREEMENT (this “Amendment”), dated as of May 10, 2023, among Turning Point Brands, Inc., a Delaware corporation (the “Borrower”), the Subsidiaries of the Borrower identified in the Credit Agreement (as defined below) as Guarantors, the Lenders party hereto constituting all Revolving Credit Lenders, and Ba |
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| August 2, 2023 |
IN THE COURT OF CHANCERY OF THE STATE OF DELAWARE Exhibit 99.1 IN THE COURT OF CHANCERY OF THE STATE OF DELAWARE PAUL-EMILE BERTEAU, for himself and derivatively on behalf of Nominal Defendant TURNING POINT BRANDS, INC., Plaintiff, v. DAVID E. GLAZEK, LAWRENCE S. WEXLER, GREGORY H.A. BAXTER, H.C. CHARLES DIAO, ASHLEY DAVIS FRUSHRONE, PEGGY HWAN HEBARD, ARNOLD ZIMMERMAN, STANDARD GENERAL, L.P. and STANDARD GENERAL GP, LLC, Defendants, and TURNING |
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| August 2, 2023 |
Exhibit 99.1 Turning Point Brands Announces Second Quarter 2023 Results; Increases 2023 Guidance -Net Sales for Q2 2023 Zig-Zag and Stoker’s Products Increased 3.7 Percent Year-Over-Year -Adjusted EBITDA for Q2 2023 Increased 2.2 Percent Year-Over-Year LOUISVILLE, KY – August 2, 2023 – Turning Point Brands, Inc. (“TPB” or “the Company”) (NYSE: TPB), a manufacturer, marketer and distributor of bran |
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| August 2, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark One) ☑ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2023 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-37763 TURNING PO |
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| May 16, 2023 |
AMENDMENT NO. 1 TO CREDIT AGREEMENT Exhibit 10.1 AMENDMENT NO. 1 TO CREDIT AGREEMENT AMENDMENT NO. 1 TO CREDIT AGREEMENT (this “Amendment”), dated as of May 10, 2023, among Turning Point Brands, Inc., a Delaware corporation (the “Borrower”), the Subsidiaries of the Borrower identified in the Credit Agreement (as defined below) as Guarantors, the Lenders party hereto constituting all Revolving Credit Lenders, and Barclays Bank PLC, a |
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| May 16, 2023 |
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): May 16, 2023 (May 10, 2023) TURNING POINT BRANDS, INC. (Exact name of registrant as specified in its charter) Delaware 001-37763 20-0709285 (State or other Jurisdiction of Incorporati |
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| May 5, 2023 |
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): May 3, 2023 TURNING POINT BRANDS, INC. (Exact name of registrant as specified in its charter) Delaware 001-37763 20-0709285 (State or other Jurisdiction of Incorporation) (Commission |
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| May 4, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark One) ☑ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2023 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-37763 TURNING P |
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| May 3, 2023 |
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): May 3, 2023 TURNING POINT BRANDS, INC. (Exact name of registrant as specified in its charter) Delaware 001-37763 20-0709285 (State or other Jurisdiction of Incorporation) (Commission |
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| May 3, 2023 |
Exhibit 99.1 Turning Point Brands Announces First Quarter 2023 Results -Net Sales for Q1 2023 Increased 0.1 Percent Year-Over-Year LOUISVILLE, KY – May 3, 2023 – Turning Point Brands, Inc. (“TPB” or “the Company”) (NYSE: TPB), a manufacturer, marketer and distributor of branded consumer products, including alternative smoking accessories and consumables with active ingredients, announced today fin |
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| April 10, 2023 |
TPB / Turning Point Brands Inc / THRIVENT FINANCIAL FOR LUTHERANS Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. |
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| March 31, 2023 |
TABLE OF CONTENTS UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by |
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| March 24, 2023 |
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): March 24, 2023 TURNING POINT BRANDS, INC. (Exact name of registrant as specified in its charter) Delaware 001-37763 20-0709285 (State or other Jurisdiction of Incorporation) (Commissi |
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| March 15, 2023 |
Exhibit 21 Subsidiaries of Turning Point Brands, Inc. The following list outlines the subsidiaries of Turning Point Brands, Inc., as of December 31, 2022. Jurisdiction of Organization Turning Point Brands, Inc. Delaware North Atlantic Trading Company, Inc. Delaware National Tobacco Finance, LLC Delaware National Tobacco Company, L.P. Delaware North Atlantic Operating Company, Inc. Delaware RBJ Sal |
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| March 15, 2023 |
Turning Point Brands, Inc. 5201 Interchange Way Louisville, KY 40229 Exhibit 10.36 Turning Point Brands, Inc. 5201 Interchange Way Louisville, KY 40229 November 2, 2022 Dear David: As discussed, the Board of Directors (the “Board”) of Turning Point Brands, Inc., together with any successor thereto (“Turning Point” and, together with its applicable employing subsidiaries, the “Company”) has appointed you to the position of Executive Chairman of Turning Point, to be |
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| March 15, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K (Mark One) ☑ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2022 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-37763 TURNING POINT |
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| March 15, 2023 |
Exhibit 10.1 TURNING POINT BRANDS, INC. 2021 EQUITY INCENTIVE PLAN TURNING POINT BRANDS, INC. 2021 EQUITY INCENTIVE PLAN Section 1. Purpose. The purposes of this Turning Point Brands, Inc. 2021 Equity Incentive Plan are to promote the interests of Turning Point Brands, Inc. and its stockholders by (a) attracting and retaining employees and directors of, and certain consultants to, the Company and |
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| March 15, 2023 |
Turning Point Brands. Inc. 5201 Interchange Way Louisville, KY 40229 Exhibit 10.37 Turning Point Brands. Inc. 5201 Interchange Way Louisville, KY 40229 December 12, 2022 Graham A. Purdy 5201 Interchange Way Louisville KY 40229 Dear Mr. Purdy: As discussed, Turning Point Brands, Inc., together with any successor thereto ("Turning Point" and, together with its applicable employing subsidiaries, the "Company"), agrees to continue to retain your services on the terms, |
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| February 24, 2023 |
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): February 24, 2023 TURNING POINT BRANDS, INC. (Exact name of registrant as specified in its charter) Delaware 001-37763 20-0709285 (State or other Jurisdiction of Incorporation) (Commi |
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| February 24, 2023 |
Exhibit 99.1 Turning Point Brands Announces Fourth Quarter and Full Year 2022 Results -Net Sales for FY 2022 Zig-Zag and Stoker’s Products Increased 6.8 Percent Year-Over-Year LOUISVILLE, KY – February 24, 2023 – Turning Point Brands, Inc. (“TPB” or “the Company”) (NYSE: TPB), a manufacturer, marketer and distributor of branded consumer products, including alternative smoking accessories and consu |
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| February 14, 2023 |
TPB / Turning Point Brands Inc / ArrowMark Colorado Holdings LLC Passive Investment SC 13G 1 arrowmark-tpb123122.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* TURNING POINT BRANDS, INC. (Name of Issuer) Common Stock, par value $0.01 per share (Title of Class of Securities) 90041L105 (CUSIP Number) December 31, 2022 (Date of Event Which Requires Filing of this Statement) Check the |
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| February 13, 2023 |
TPB / Turning Point Brands Inc / THRIVENT FINANCIAL FOR LUTHERANS Passive Investment SC 13G/A 1 tfl13ga4tpb.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 4)* Turning Point Brands, Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 90041L105 (CUSIP Number) December 31, 2022 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the |
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| February 10, 2023 |
TPB / Turning Point Brands Inc / LORD, ABBETT & CO. LLC Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* Turning Point Brands, Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 90041L105 (CUSIP Number) December 31, 2022 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which t |
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| February 9, 2023 |
TPB / Turning Point Brands Inc / VANGUARD GROUP INC - SCHEDULE 13G Passive Investment SC 13G 1 tv02094-turningpointbrandsin.htm SCHEDULE 13G SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 Name of issuer: Turning Point Brands Inc. Title of Class of Securities: Common Stock CUSIP Number: 90041L105 Date of Event Which Requires Filing of this Statement: December 30, 2022 Check the appropriate box to designate the rule pu |
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| November 10, 2022 |
TPB / Turning Point Brands Inc / Standard General L.P. - AMENDMENT NO. 17 Activist Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 17)* Turning Point Brands, Inc. (Name of Issuer) Common Stock, $0.01 par value per share (Title of Class of Securities) 90041L105 (CUSIP Number) Joseph Mause Standard General L.P. 767 Fifth Avenue, 12th Floor New York, NY 10153 Tel. No.: 212-257-4701 (Name, |
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| October 26, 2022 |
Exhibit 99.1 Turning Point Brands Announces Third Quarter 2022 Results -Net Sales for Q3 2022 Zig-Zag and Stoker?s Products Increased 17.7 Percent Year-Over-Year LOUISVILLE, KY ? October 26, 2022 ? Turning Point Brands, Inc. (?TPB? or ?the Company?) (NYSE: TPB), a manufacturer, marketer and distributor of branded consumer products, including alternative smoking accessories and consumables with act |
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| October 26, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2022 or ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-37763 TURNI |
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| October 26, 2022 |
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): October 26, 2022 TURNING POINT BRANDS, INC. (Exact name of registrant as specified in its charter) Delaware 001-37763 20-0709285 (State or other Jurisdiction of Incorporation) (Commis |
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| October 17, 2022 |
Exhibit 99.1 TURNING POINT BRANDS APPOINTS LONG-TIME EXECUTIVE GRAHAM PURDY AS CEO Purdy Brings Nearly Two Decades of Leadership and Operating Experience at TPB; Will Drive Company?s Growth Strategy and a Renewed Focus on Maximizing Value of Its Core Brands Yavor Efremov Resigning as CEO Company Announces Preliminary Q3 Results and Updates Full-Year 2022 Outlook LOUISVILLE, Ky., October 17, 2022 ? |
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| October 17, 2022 |
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): October 15, 2022 TURNING POINT BRANDS, INC. (Exact name of registrant as specified in its charter) Delaware 001-37763 20-0709285 (State or other Jurisdiction of Incorporation) (Commis |
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| July 27, 2022 |
Exhibit 99.1 Turning Point Brands Announces Second Quarter 2022 Results - Stoker?s continues to gain share with Zig-Zag?s US rolling papers and e-commerce subsegment recording another quarter of double digit growth LOUISVILLE, KY ? July 27, 2022 ? Turning Point Brands, Inc. (?TPB? or ?the Company?) (NYSE: TPB), a manufacturer, marketer and distributor of branded consumer products, including altern |
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| July 27, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2022 or ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-37763 TURNING PO |
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| July 27, 2022 |
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): July 27, 2022 TURNING POINT BRANDS, INC. (Exact name of registrant as specified in its charter) Delaware 001-37763 20-0709285 (State or other Jurisdiction of Incorporation) (Commissio |
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| May 2, 2022 |
Submission of Matters to a Vote of Security Holders 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): April 27, 2022 TURNING POINT BRANDS, INC. (Exact name of registrant as specified in its charter) Delaware 001-37763 20-0709285 (State or other Jurisdiction of Incorporation) (Commissi |
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| April 27, 2022 |
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): April 27, 2022 TURNING POINT BRANDS, INC. (Exact name of registrant as specified in its charter) Delaware 001-37763 20-0709285 (State or other Jurisdiction of Incorporation) (Commissi |
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| April 27, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2022 or ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-37763 TURNING P |
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| April 27, 2022 |
Exhibit 99.1 Turning Point Brands Announces First Quarter 2022 Results -Net Sales for Q1 2022 Zig-Zag and Stoker?s Products Increased 10.1 Percent Year-Over-Year LOUISVILLE, Ky. ? April 27, 2022 ? Turning Point Brands, Inc. (?TPB? or ?the Company?) (NYSE: TPB), a manufacturer, marketer and distributor of branded consumer products, including alternative smoking accessories and consumables with acti |
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| March 17, 2022 |
TPB / Turning Point Brands Inc / Standard General L.P. - AMENDMENT NO. 16 Activist Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 16)* Turning Point Brands, Inc. (Name of Issuer) Common Stock, $0.01 par value per share (Title of Class of Securities) 90041L105 (CUSIP Number) Joseph Mause Standard General L.P. 767 Fifth Avenue, 12th Floor New York, NY 10153 Tel. No.: 212-257-4701 (Name, |
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| March 15, 2022 |
TABLE OF CONTENTS UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ? SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.??? ) Filed by the Registrant ? Filed by a Party other than the Registrant ?? Check the appropriate box: ?? ? ? Preliminary Proxy Statement ?? ? ? Confidential, for Use of the Commission Only (as perm |
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| March 15, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.???) Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ? Def |
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| March 11, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K (Mark One) ? ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2021 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-37763 TURNING POINT |
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| March 11, 2022 |
Exhibit 21 Subsidiaries of Turning Point Brands, Inc. The following list outlines the subsidiaries of Turning Point Brands, Inc., as of December 31, 2021. Jurisdiction of Organization Turning Point Brands, Inc. Delaware North Atlantic Trading Company, Inc. Delaware National Tobacco Finance, LLC Delaware National Tobacco Company, L.P. Delaware North Atlantic Operating Company, Inc. Delaware North A |
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| February 22, 2022 |
Exhibit 99.1 Turning Point Brands Announces Fourth Quarter and Full Year 2021 Results -FY 2021 Net Sales Increased 10.0 Percent Year-Over-Year -FY 2021 Adjusted EBITDA Increased 19.8 Percent Year-Over-Year LOUISVILLE, Ky. ? February 22, 2022 ? Turning Point Brands, Inc. (?TPB? or ?the Company?) (NYSE: TPB), a manufacturer, marketer and distributor of branded consumer products, including alternativ |
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| February 22, 2022 |
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): February 22, 2022 TURNING POINT BRANDS, INC. (Exact name of registrant as specified in its charter) Delaware 001-37763 20-0709285 (State or other Jurisdiction of Incorporation) (Commi |
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| February 14, 2022 |
RLBD / Real Brands, Inc. / Turning Point Brands, Inc. - SC 13G Passive Investment SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Real Brands, Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 75584Q108 (CUSIP Number) December 31, 2021 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedule is filed: ? |
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| February 14, 2022 |
TPB / Turning Point Brands Inc / THRIVENT FINANCIAL FOR LUTHERANS Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. |
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| February 11, 2022 |
TPB / Turning Point Brands Inc / LORD, ABBETT & CO. LLC Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No.)* Turning Point Brands, Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 90041L105 (CUSIP Number) December 31, 2021 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which thi |
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| January 4, 2022 |
TPB / Turning Point Brands Inc / Standard General L.P. - AMENDMENT NO. 15 Activist Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 15)* Turning Point Brands, Inc. (Name of Issuer) Common Stock, $0.01 par value per share (Title of Class of Securities) 90041L105 (CUSIP Number) Joseph Mause Standard General L.P. 767 Fifth Avenue, 12th Floor New York, NY 10153 Tel. No.: 212-257-4701 (Name, |
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| December 16, 2021 |
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): December 16, 2021 TURNING POINT BRANDS, INC. (Exact name of registrant as specified in its charter) Delaware 001-37763 20-0709285 (State or other Jurisdiction of Incorporation) (Commi |
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| December 16, 2021 |
Turning Point Brands Names Former Liberty Media Executive Yavor Efremov as CEO Exhibit 99.1 Turning Point Brands Names Former Liberty Media Executive Yavor Efremov as CEO - Current Chief Executive Officer, Larry Wexler, To Retire in January 2022, After Leading The Company for Nearly Two Decades; Will Continue To Serve on Board of Directors - Planned Succession Brings A Seasoned Executive With Extensive Operating and M&A Experience To The Company as It Embraces Its Next Growt |
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| December 16, 2021 |
Turning Point Brands, Inc. 5201 Interchange Way Louisville, KY 40229 Exhibit 10.1 Execution Version Turning Point Brands, Inc. 5201 Interchange Way Louisville, KY 40229 December 15, 2021 Yavor Efremov [Address] Dear Mr. Efremov: As discussed, Turning Point Brands, Inc., together with any successor thereto (?Turning Point? and, together with its applicable employing subsidiaries, the ?Company?), agrees to retain your services on the terms, provisions and conditions |
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| October 26, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2021 or ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-37763 TURNI |
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| October 26, 2021 |
Exhibit 99.1 Turning Point Brands Announces Third Quarter 2021 Results; Updates 2021 Guidance and Increases Share Repurchase Authorization -Q3 2021 Net Sales Increased 5.5 Percent Year-Over-Year -Q3 2021 Adjusted EBITDA Increased 9.9 Percent Year-Over-Year LOUISVILLE, Ky. ? October 26, 2021 ? Turning Point Brands, Inc. (?TPB? or ?the Company?) (NYSE: TPB), a manufacturer, marketer and distributor |
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| October 26, 2021 |
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): October 26, 2021 TURNING POINT BRANDS, INC. (Exact name of registrant as specified in its charter) Delaware 001-37763 20-0709285 (State or other Jurisdiction of Incorporation) (Commis |
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| October 12, 2021 |
FDA Rescinds Previously Disclosed Marketing Denial Order for Turning Point Brand’s Vapor Products Exhibit 99.1 FDA Rescinds Previously Disclosed Marketing Denial Order for Turning Point Brand?s Vapor Products The Company?s portfolio of proprietary vapor products remains under review Louisville, Ky. ? On October 7, Turning Point Brands, Inc. (?TPB? or the ?Company?) (NYSE: TPB), a manufacturer, marketer and distributor of branded consumer products including alternative smoking accessories and c |
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| October 12, 2021 |
Financial Statements and Exhibits, Other Events 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): October 11, 2021 TURNING POINT BRANDS, INC. (Exact name of registrant as specified in its charter) Delaware 001-37763 20-0709285 (State or other Jurisdiction of Incorporation) (Commis |
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| September 17, 2021 |
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): September 17, 2021 TURNING POINT BRANDS, INC. (Exact name of registrant as specified in its charter) Delaware 001-37763 20-0709285 (State or other Jurisdiction of Incorporation) (Comm |
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| September 17, 2021 |
Turning Point Brands Provides Update on PMTA Process Exhibit 99.1 Turning Point Brands Provides Update on PMTA Process Louisville, Ky. ? On September 14, Turning Point Brands, Inc. (?TPB? or the ?Company?) (NYSE: TPB), a manufacturer, marketer and distributor of branded consumer products including alternative smoking accessories and consumables with active ingredients, was informed by the Food and Drug Administration that the agency has issued a Mar |
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| August 9, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* Turning Point Brands Inc. (Name of Issuer) Common Stock, $0.001 Par Value Per Share (Title of Class of Securities) 90041L105 (CUSIP Number) August 6, 2021 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate the |
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| August 5, 2021 |
TPB / Turning Point Brands Inc / Standard General L.P. - AMENDMENT NO. 14 Activist Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 14)* Turning Point Brands, Inc. (Name of Issuer) Common Stock, $0.01 par value per share (Title of Class of Securities) 90041L105 (CUSIP Number) Joseph Mause Standard General L.P. 767 Fifth Avenue, 12th Floor New York, NY 10153 Tel. No.: 212-257-4701 (Name, |
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| July 27, 2021 |
Exhibit 99.1 Turning Point Brands Announces Second Quarter 2021 Results; Increases 2021 Guidance -Q2 2021 Net Sales Increased 16.8 Percent Year-Over-Year -Q2 2021 Adjusted EBITDA Increased 31.7 Percent Year-Over-Year LOUISVILLE, Ky. ? July 27, 2021 ? Turning Point Brands, Inc. (?TPB? or ?the Company?) (NYSE: TPB), a manufacturer, marketer and distributor of branded consumer products, including alt |
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| July 27, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2021 or ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-37763 TURNING PO |
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| July 27, 2021 |
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): July 27, 2021 TURNING POINT BRANDS, INC. (Exact name of registrant as specified in its charter) Delaware 001-37763 20-0709285 (State or other Jurisdiction of Incorporation) (Commissio |
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| July 13, 2021 |
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): July 9, 2021 TURNING POINT BRANDS, INC. (Exact name of registrant as specified in its charter) Delaware 001-37763 20-0709285 (State or other Jurisdiction of Incorporation) (Commission |
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| May 6, 2021 |
Submission of Matters to a Vote of Security Holders 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): May 4, 2021 TURNING POINT BRANDS, INC. (Exact name of registrant as specified in its charter) Delaware 001-37763 20-0709285 (State or other Jurisdiction of Incorporation) (Commission |
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| May 6, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 13)* Turning Point Brands, Inc. (Name of Issuer) Common Stock, $0.01 par value per share (Title of Class of Securities) 90041L105 (CUSIP Number) Joseph Mause Standard General L.P. 767 Fifth Avenue, 12th Floor New York, NY 10153 Tel. No.: 212-257-4701 (Name, |
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| May 5, 2021 |
Exhibit 18.1 May 5, 2021 230 North Elm Street Suite 1100 Greensboro, NC 27401 T +1 336 272 4551 F +1 336 274 2519 www.rsmus.com Turning Point Brands, Inc. 5201 Interchange Way Louisville, KY 40229 At your request, we have read the description included in your Form 10-Q for the quarter ended March 31, 2021 of the facts relating to your change from the last-in, first-out (?LIFO?) method of accountin |
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| May 5, 2021 |
Exhibit 99.2 Item 8. Financial Statements and Supplementary Data TURNING POINT BRANDS, INC. CONTENTS Page Report of RSM US LLP 1 Financial Statements: Consolidated Balance Sheets as of December 31, 2020 and 2019 2 Consolidated Statements of Income for the years ended December 31, 2020, 2019, and 2018 3 Consolidated Statements of Comprehensive Income for the years ended December 31, 2020, 2019, and |
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| May 5, 2021 |
Exhibit 10.5 Execution Version NOTWITHSTANDING ANYTHING HEREIN TO THE CONTRARY, THE LIEN AND SECURITY INTEREST GRANTED TO THE COLLATERAL AGENT PURSUANT TO THIS SECURITY AGREEMENT AND THE EXERCISE OF ANY RIGHT OR REMEDY BY THE COLLATERAL AGENT HEREUNDER ARE SUBJECT TO THE PROVISIONS OF THE ?INTERCREDITOR AGREEMENT? (AS DEFINED IN THE INDENTURE REFERRED TO BELOW). IN THE EVENT OF ANY CONFLICT BETWEE |
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| May 5, 2021 |
Exhibit 4.1 Execution Version TURNING POINT BRANDS, INC. 5.625% SENIOR SECURED NOTES DUE 2026 INDENTURE DATED AS OF FEBRUARY 11, 2021 GLAS TRUST COMPANY LLC, as Trustee and Notes Collateral Agent TABLE OF CONTENTS Page ARTICLE I DEFINITIONS AND INCORPORATION BY REFERENCE 5 SECTION 1.1 Definitions 5 SECTION 1.2 Other Definitions 50 SECTION 1.3 Incorporation by Reference of Trust Indenture Act 50 SE |
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| May 5, 2021 |
Exhibit 10.2 Execution Version FIRST LIEN PARI PASSU INTERCREDITOR AGREEMENT dated as of February 11, 2021 among Barclays Bank PLC, as Initial First Lien Representative and Initial First Lien Collateral Agent, GLAS Trust Company LLC, as the Initial Other Representative, GLAS Trust Company LLC, as the Initial Other Collateral Agent, and each additional Representative and Collateral Agent from time |
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| May 5, 2021 |
Financial Statements and Exhibits, Other Events 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): May 5, 2021 TURNING POINT BRANDS, INC. (Exact name of registrant as specified in its charter) Delaware 001-37763 20-0709285 (State or other Jurisdiction of Incorporation) (Commission |
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| May 5, 2021 |
Exhibit 10.3 Execution Version NOTWITHSTANDING ANYTHING HEREIN TO THE CONTRARY, THE LIEN AND SECURITY INTEREST GRANTED TO THE COLLATERAL AGENT PURSUANT TO THIS SECURITY AGREEMENT AND THE EXERCISE OF ANY RIGHT OR REMEDY BY THE COLLATERAL AGENT HEREUNDER ARE SUBJECT TO THE PROVISIONS OF THE ?PARI PASSU INTERCREDITOR AGREEMENT? (AS DEFINED IN THE CREDIT AGREEMENT REFERRED TO BELOW). IN THE EVENT OF A |
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| May 5, 2021 |
Exhibit 10.1 Execution Version CREDIT AGREEMENT DATED AS OF FEBRUARY 11, 2021 AMONG TURNING POINT BRANDS, INC., AS BORROWER, VARIOUS LENDERS, AND BARCLAYS BANK PLC, AS ADMINISTRATIVE AGENT BARCLAYS BANK PLC, AS LEAD ARRANGER AND BOOKRUNNER, SENIOR SECURED CREDIT FACILITIES TABLE OF CONTENTS Page CONTENTS Page Article 1. Definitions and Accounting Terms 1 Section 1.01 Defined Terms 1 Section 1.02 O |
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| May 5, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2021 or ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-37763 TURNING P |
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| May 5, 2021 |
Exhibit 99.1 Item 7. Management?s Discussion and Analysis of Financial Condition and Results of Operations You should read the following discussion of the historical financial condition and results of operations in conjunction with our historical consolidated financial statements and accompanying notes, which are included elsewhere in this Annual Report on Form 10-K. In addition, this discussion i |
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| May 5, 2021 |
Exhibit 10.4 Execution Version GUARANTY AGREEMENT made among TURNING POINT BRANDS, INC. and certain of its Subsidiaries and BARCLAYS BANK PLC, as Administrative Agent and Collateral Agent Dated as of February 11, 2021 TABLE OF CONTENTS Page SECTION 1 DEFINED TERMS 2 1.1 Definitions 2 1.2 Other Definitional Provisions 3 SECTION 2 GUARANTEE 3 2.1 Guarantee of Guaranteed Obligations 3 2.2 Limitation |
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| May 4, 2021 |
As filed with the Securities and Exchange Commission on May 4, 2021 Registration No. |
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| April 27, 2021 |
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): April 27, 2021 TURNING POINT BRANDS, INC. (Exact name of registrant as specified in its charter) Delaware 001-37763 20-0709285 (State or other Jurisdiction of Incorporation) (Commissi |
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| April 27, 2021 |
Exhibit 99.1 Turning Point Brands Announces First Quarter 2021 Results, Increases 2021 Guidance -Q1 2021 Net Sales Increased 18.7% Year-Over-Year -Q1 2021 Adjusted EBITDA Increased 57.4% Year-Over-Year LOUISVILLE, Ky. ? (April 27, 2021) ? Turning Point Brands, Inc. (?TPB? or ?the Company?) (NYSE: TPB), a manufacturer, marketer and distributor of branded consumer products including alternative smok |
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| March 25, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.???) Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ? Def |
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| March 25, 2021 |
Schedule 14A as filed with the Commission on March 25, 2021 TABLE OF CONTENTS UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.???) Filed by the Registrant ? Filed by a Party other than the Registrant ?? Check the appropriate box: ?? Preliminary Proxy Statement ?? Confidential, for Use of the Commission Only (as permitted by Ru |
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| March 24, 2021 |
Turning Point Brands. Inc. 5201 Interchange Way Louisville, KY 40229 Exhibit 10.1 Turning Point Brands. Inc. 5201 Interchange Way Louisville, KY 40229 March 23, 2021 Luis Reformina 51 Forest Avenue Apt 108 Old Greenwich, CT 06870 Dear Mr. Reformina: As discussed, Turning Point Brands, Inc., together with any successor thereto ("Turning Point" and, together with its applicable employing subsidiaries, the "Company"), agrees to retain your services on the terms, provi |
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| March 24, 2021 |
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): March 23, 2021 TURNING POINT BRANDS, INC. (Exact name of registrant as specified in its charter) Delaware 001-37763 20-0709285 (State or other Jurisdiction of Incorporation) (Commissi |
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| March 24, 2021 |
Exhibit 99.1 Turning Point Brands Appoints Louie Reformina as Chief Financial Officer Company Updates First Quarter Revenue Guidance LOUISVILLE, KY. ? March 23, 2021 ? Turning Point Brands, Inc. (?TPB? or the ?Company?) (NYSE: TPB), a manufacturer, marketer and distributor of branded consumer products, including alternative smoking accessories and consumables with active ingredients, announced tod |
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| March 23, 2021 |
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): March 18, 2021 TURNING POINT BRANDS, INC. (Exact name of registrant as specified in its charter) Delaware 001-37763 20-0709285 (State or other Jurisdiction of Incorporation) (Commissi |
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| March 5, 2021 |
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): March 2, 2021 TURNING POINT BRANDS, INC. (Exact name of registrant as specified in its charter) Delaware 001-37763 20-0709285 (State or other Jurisdiction of Incorporation) (Commissio |
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| March 5, 2021 |
Turning Point Brands. Inc. 5201 Interchange Way Louisville, KY 40229 EX-10.1 2 brhc10021283ex10-1.htm EXHIBIT 10.1 Exhibit 10.1 Turning Point Brands. Inc. 5201 Interchange Way Louisville, KY 40229 February 25, 2021 Graham A Purdy 12442 Poplar Woods Drive Goshen, KY 40026 Dear Mr. Purdy: As discussed, Turning Point Brands, Inc., together with any successor thereto ("Turning Point" and, together with its applicable employing subsidiaries, the "Company"), agrees to re |
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| February 19, 2021 |
Exhibit 21 Subsidiaries of Turning Point Brands, Inc. The following list outlines the subsidiaries of Turning Point Brands, Inc., as of December 31, 2020. Entity Jurisdiction of Organization Turning Point Brands, Inc. Delaware North Atlantic Trading Company, Inc. Delaware National Tobacco Finance, LLC Delaware National Tobacco Company, L.P. Delaware North Atlantic Operating Company, Inc. Delaware |
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| February 19, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K (Mark One) ? ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2020 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-37763 TURNING POINT |
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| February 18, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 12)* Turning Point Brands, Inc. (Name of Issuer) Common Stock, $0.01 par value per share (Title of Class of Securities) 90041L105 (CUSIP Number) Joseph Mause Standard General L.P. 767 Fifth Avenue, 12th Floor New York, NY 10153 Tel. No.: 212-257-4701 (Name, |
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| February 18, 2021 |
2,000,000 Shares of Common Stock TURNING POINT BRANDS, INC. Common Stock UNDERWRITING AGREEMENT Exhibit 1.1 2,000,000 Shares of Common Stock TURNING POINT BRANDS, INC. Common Stock UNDERWRITING AGREEMENT February 16, 2021 Barclays Capital Inc. 745 Seventh Avenue New York, New York 10019 Dear Sirs: 1. Introductory. The selling stockholders named in Schedule B hereto (the ?Selling stockholders?) propose to sell, pursuant to the terms of this Agreement, to Barclays Capital Inc. (the ?Underwrite |
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| February 18, 2021 |
Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Other Events 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): February 16, 2021 TURNING POINT BRANDS, INC. (Exact name of registrant as specified in its charter) Delaware 001-37763 20-0709285 (State or other Jurisdiction of Incorporation) (Commi |
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| February 18, 2021 |
Exhibit 99.3 TURNING POINT BRANDS ANNOUNCES PRICING OF REGISTERED BLOCK TRADE OF TWO MILLION SHARES OF COMMON STOCK BY STANDARD GENERAL LOUISVILLE, KY.-(BUSINESS WIRE)- Turning Point Brands, Inc. (?TPB? or the ?Company?) (NYSE: TPB) today announced the pricing of the previously announced underwritten registered block trade of 2,000,000 shares of the Company?s common stock by funds affiliated with |
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| February 18, 2021 |
Exhibit 99.2 TURNING POINT BRANDS ANNOUNCES PROPOSED REGISTERED BLOCK TRADE OF TWO MILLION SHARES OF COMMON STOCK BY STANDARD GENERAL LOUISVILLE, KY.-(BUSINESS WIRE)- Turning Point Brands, Inc. (?TPB? or the ?Company?) (NYSE: TPB), a manufacturer, marketer and distributor of branded consumer products including alternative smoking accessories and consumables with active ingredients, today announced |
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| February 17, 2021 |
Turning Point Brands, Inc. Selling Stockholders 2,000,000 Shares of Common Stock TABLE OF CONTENTS Filed Pursuant to Rule 424(b)(7) Registration No. 333-240310 PROSPECTUS SUPPLEMENT (To prospectus dated August 14, 2020) ? Turning Point Brands, Inc. ? Selling Stockholders ? 2,000,000 Shares of Common Stock This prospectus supplement relates to the offer and sale of 2,000,000 shares of our common stock by the selling stockholders identified in this prospectus supplement. Such of |
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| February 16, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. |
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| February 16, 2021 |
Subject to completion, dated February 16, 2021 TABLE OF CONTENTS The information in this preliminary prospectus supplement is not complete and may be changed. |
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| February 16, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Turning Point Brands Inc. (Name of Issuer) Common Stock, $0.001 Par Value Per Share (Title of Class of Securities) 90041L105 (CUSIP Number) February 12, 2021 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate th |
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| February 11, 2021 |
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): February 11, 2021 TURNING POINT BRANDS, INC. (Exact name of registrant as specified in its charter) Delaware 001-37763 20-0709285 (State or other Jurisdiction of Incorporation) (Commi |
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| February 10, 2021 |
Exhibit 99.1 Turning Point Brands Announces Fourth Quarter and Full Year 2020 Results Q4 2020 Net Sales Increased 31.2% Year-Over-Year Q4 2020 Adjusted EBITDA Increased 80.9% Year-Over-Year LOUISVILLE, KY. (February 10, 2021) - Turning Point Brands, Inc. (“TPB” or “the Company”) (NYSE: TPB), a manufacturer, marketer and distributor of branded consumer products including alternative smoking accesso |
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| February 10, 2021 |
Financial Statements and Exhibits, Results of Operations and Financial Condition 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): February 10, 2021 TURNING POINT BRANDS, INC. (Exact name of registrant as specified in its charter) Delaware 001-37763 20-0709285 (State or other Jurisdiction of Incorporation) (Commi |
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| February 5, 2021 |
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): February 3, 2021 TURNING POINT BRANDS, INC. (Exact name of registrant as specified in its charter) Delaware 001-37763 20-0709285 (State or other Jurisdiction of Incorporation) (Commis |
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| February 5, 2021 |
Turning Point Brands Announces Pricing of $250,000,000 of 5.625% Senior Secured Notes due 2026 Exhibit 99.1 Turning Point Brands Announces Pricing of $250,000,000 of 5.625% Senior Secured Notes due 2026 LOUISVILLE, KY. (February 3, 2021) Turning Point Brands, Inc. (“TPB” or the “Company”) (NYSE: TPB), a manufacturer, marketer and distributor of branded consumer products, today announced that is has priced its previously announced private offering (the “Offering”) of $250 million aggregate p |
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| February 1, 2021 |
Turning Point Brands Announces Preliminary Fourth Quarter 2020 and Full Year 2020 Results Exhibit 99.1 Turning Point Brands Announces Preliminary Fourth Quarter 2020 and Full Year 2020 Results LOUISVILLE, KY. (February 1, 2021) –Turning Point Brands, Inc. (“TPB”) (NYSE: TPB), a manufacturer, marketer and distributor of branded consumer products, today announced certain preliminary operating results for the fourth quarter and full year ended December 31, 2020 in connection with its prop |
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| February 1, 2021 |
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): January 29, 2021 TURNING POINT BRANDS, INC. (Exact name of registrant as specified in its charter) Delaware 001-37763 20-0709285 (State or other Jurisdiction of Incorporation) (Commis |
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| February 1, 2021 |
Exhibit 99.2 Unless the context otherwise requires, the “Company,” “we,” “our,” or “us” refer to Turning Point Brands, Inc. and its subsidiaries. References to “TPB” refer to Turning Point Brands, Inc. without any of its subsidiaries. Trademarks and service marks in this report are the registered property of, or licensed by, the subsidiaries of Turning Point Brands, Inc., and are italicized. Overv |
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| February 1, 2021 |
Turning Point Brands Announces Proposed Private Offering of its Senior Secured Notes due 2026 Exhibit 99.3 Turning Point Brands Announces Proposed Private Offering of its Senior Secured Notes due 2026 LOUISVILLE, KY. (February 1, 2021) Turning Point Brands, Inc. (“TPB”) (NYSE: TPB), a manufacturer, marketer and distributor of branded consumer products, today announced the proposed private offering (the “Offering”) of $250 million aggregate principal amount of its senior secured notes due 2 |
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| November 2, 2020 |
TPB / Turning Point Brands, Inc. / Standard General L.P. - AMENDMENT NO. 11 Activist Investment SC 13D/A 1 sc13da.htm AMENDMENT NO. 11 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 11)* Turning Point Brands, Inc. (Name of Issuer) Common Stock, $0.01 par value per share (Title of Class of Securities) 90041L105 (CUSIP Number) Joseph Mause Standard General L.P. 767 Fifth Avenue, 12th Floor New York, |
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| October 27, 2020 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark One) ☑ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2020 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-37763 TURNI |
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| October 27, 2020 |
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): October 27, 2020 Turning Point Brands, Inc. (Exact name of registrant as specified in its charter) Delaware 001-37763 20-0709285 (State or other jurisdiction of incorporation or organ |
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| October 27, 2020 |
Exhibit 99.2 | N Y S E : T P B | 5 2 0 1 I N T E R C H A N G E W A Y , L O U I S V I L L E K Y | T U R N I N G P O I N T B R A N D S . C O M | Turning Point Brands (NYSE: TPB) INVESTOR PRESENTATION Q 3 2 0 2 0 FORWARD LOOKING STATEMENTSThis presentation contains forward-looking statements within the meaning of the federal securities laws. Forward-looking statements may generally be identified by t |
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| October 27, 2020 |
Exhibit 10.2 CONSULTING AGREEMENT This Consulting Agreement (the "Agreement"), effective as of November 1, 2020, is between Turning Point Brands, Inc. ("Turning Point") and, collectively with its parent(s), subsdiary(ies), and all other related companies), having its principal place of business at 5201 Interchange Way, Louisville, KY 40229 (the "Company"), and James W. Dobbins, an individual ("Con |
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| October 27, 2020 |
RELEASE AND SEVERANCE AGREMENT Exhibit 10.1 RELEASE AND SEVERANCE AGREMENT This Release and Severance Agreement (this "Release") is entered into by and between James W. Dobbins ("Employee") and Turning Point Brands, Inc. ("Turning Point" and, collectively with its direct and indirect subsdiary(ies), the "Company"). Employee and Turning Point are referred to herein as the "Parties." RECITALS A. Employee and Turning Point are par |
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| October 27, 2020 |
Turning Point Brands, Inc. | www.turningpointbrands.com | [email protected] | 502.774.9238 Exhibit 99.1 Turning Point Brands Announces Third Quarter 2020 Results, Increases 2020 Guidance LOUISVILLE, KY. (October 27, 2020) - Turning Point Brands, Inc. (“TPB”) (NYSE: TPB), a manufacturer, marketer and distributor of branded consumer products with active ingredients, today announced financial results for the third quarter ended September 30, 2020. Results at a Glance Third Quarter 2020 (Co |
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| October 27, 2020 |
TURNING POINT BRANDS, INC. SECOND AMENDED AND RESTATED BYLAWS ARTICLE I - STOCKHOLDERS Exhibit 3.1 TURNING POINT BRANDS, INC. SECOND AMENDED AND RESTATED BYLAWS ARTICLE I - STOCKHOLDERS Section 1. Annual Meeting. (1) An annual meeting of stockholders, for the election of directors to succeed those whose terms expire and for the transaction of such other business as may properly come before the meeting, shall be held at such place, on such date, and at such time as the Board of Direc |
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| September 11, 2020 |
TPB / Turning Point Brands, Inc. / THRIVENT FINANCIAL FOR LUTHERANS Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. |
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| August 19, 2020 |
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 19, 2020 TURNING POINT BRANDS, INC. (Exact name of registrant as specified in its charter) Delaware 001-37763 20-0709285 (State or other jurisdiction of incorporation or organi |
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| August 19, 2020 |
1 Turning Point Brands, Inc. | www.turningpointbrands.com | [email protected] | 502.774.9238 Exhibit 99.1 Turning Point Brands Announces Retirement of General Counsel James Dobbins and Appoints Brittani Cushman as Successor LOUISVILLE, KY. (August 19, 2020) - Turning Point Brands, Inc. (“TPB”) (NYSE: TPB), a leading provider of Other Tobacco Products (“OTP”) and adult consumer alternatives, today announced the appointment of Brittani Cushman as General Counsel successor. James Dobbins, TP |
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| August 14, 2020 |
TABLE OF CONTENTS Filed Pursuant to Rule 424(b)(5) Registration No. 333-240310 PROSPECTUS Turning Point Brands, Inc. $200,000,000 Common Stock Preferred Stock Depositary Shares Warrants Units Selling Stockholder 6,442,280 Shares of Common Stock From time to time, in one or more offerings, we may offer and sell up to $200,000,000 of aggregate initial offer price of our (i) common stock, (ii) pref |
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| August 11, 2020 |
Turning Point Brands, Inc. 5201 Interchange Way Louisville, KY 40229 August 11, 2020 Division of Corporation Finance U.S. Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549 Attention: Thomas Jones RE : Turning Point Brands, Inc. Registration Statement on Form S-3 (File No. 333-240310) Dear Mr. Jones: Reference is made to the Registration Statement on Form S-3 (No. 333-240 |
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| August 3, 2020 |
TABLE OF CONTENTS As filed with the Securities and Exchange Commission on August 3, 2020 Registration No. |
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| July 28, 2020 |
Financial Statements and Exhibits, Results of Operations and Financial Condition 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): July 28, 2020 TURNING POINT BRANDS, INC. (Exact name of registrant as specified in its charter) Delaware 001-37763 20-0709285 (State or other jurisdiction of incorporation or organiza |
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| July 28, 2020 |
Turning Point Brands, Inc. | www.turningpointbrands.com | [email protected] | 502.774.9238 Exhibit 99.1 Turning Point Brands Announces Second Quarter 2020 Results, Increases 2020 Guidance LOUISVILLE, KY. (July 28, 2020) - Turning Point Brands, Inc. (“TPB”) (NYSE: TPB), a leading provider of Other Tobacco Products (“OTP”) and adult consumer alternatives, today announced financial results for the second quarter ended June 30, 2020. Results at a Glance Second Quarter 2020 (Comparisons vs. |
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| July 28, 2020 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark One) ☑ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2020 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-37763 TURNING PO |
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| July 21, 2020 |
TPB / Turning Point Brands, Inc. / Standard General L.P. - AMENDMENT NO. 10 Activist Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 10)* Turning Point Brands, Inc. (Name of Issuer) Common Stock, $0.01 par value per share (Title of Class of Securities) 90041L105 (CUSIP Number) Joseph Mause Standard General L.P. 767 Fifth Avenue, 12th Floor New York, NY 10153 Tel. No.: 212-257-4701 (Name, |
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| July 16, 2020 |
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): July 16, 2020 TURNING POINT BRANDS, INC. (Exact name of registrant as specified in its charter) Delaware 001-37763 20-0709285 (State or other Jurisdiction of Incorporation) (Commissio |
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| July 16, 2020 |
TURNING POINT BRANDS COMPLETES MERGER WITH STANDARD DIVERSIFIED Exhibit 99.1 TURNING POINT BRANDS COMPLETES MERGER WITH STANDARD DIVERSIFIED NEW YORK, NY, July 16, 2020 – Turning Point Brands, Inc. (“TPB”) (NYSE: TPB), a leading provider of Other Tobacco Products (“OTP”) and adult consumer alternatives, and Standard Diversified Inc. (“SDI”) (NYSE: SDI) announced today that the merger of SDI with and into Standard Merger Sub, LLC, a wholly-owned subsidiary of T |
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| July 16, 2020 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 2) TURNING POINT BRANDS, INC. (Name of Issuer) Common Stock, $0.01 par value per share (Title of Class of Securities) 90041L105 (CUSIP Number) Gregory H.A. Baxter Interim Chief Executive Officer Standard Diversified Inc. 767 5th Avenue, 12th Floor New York, |
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| July 15, 2020 |
TPB / Turning Point Brands, Inc. / Standard General L.P. - AMENDMENT NO. 9 Activist Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 9)* Turning Point Brands, Inc. (Name of Issuer) Common Stock, $0.01 par value per share (Title of Class of Securities) 90041L105 (CUSIP Number) Joseph Mause Standard General L.P. 767 Fifth Avenue, 12th Floor New York, NY 10153 Tel. No.: 212-257-4701 (Name, A |
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| July 13, 2020 |
Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Other Events 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): July 8, 2020 TURNING POINT BRANDS, INC. (Exact name of registrant as specified in its charter) Delaware 001-37763 20-0709285 (State or other Jurisdiction of Incorporation) (Commission |
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| July 13, 2020 |
Turning Point Brands, Inc. | www.turningpointbrands.com | [email protected] | 502.774.9238 Exhibit 99.1 Turning Point Brands Announces Pricing of Secondary Offering of Two Million Shares of Common Stock by its Significant Stockholders LOUISVILLE, KY. (July 8, 2020) - Turning Point Brands, Inc. (“TPB” or the “Company”) (NYSE: TPB) today announced the pricing of the previously announced underwritten public offering of 1,800,000 shares of Company common stock by Standard Diversified Inc. ( |
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| July 13, 2020 |
Number of Shares of Firm Stock to be Purchased Exhibit 1.1 2,000,000 Shares of Common Stock TURNING POINT BRANDS, INC. Common Stock UNDERWRITING AGREEMENT July 8, 2020 Cowen and Company, LLC 599 Lexington Avenue New York, New York 10022 Dear Sirs: 1. Introductory. The selling stockholders named in Schedule B hereto (the “Selling stockholders”) propose to sell, pursuant to the terms of this Agreement, to Cowen and Company, LLC (the “Underwriter |
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| July 10, 2020 |
TPB / Turning Point Brands, Inc. / Standard General L.P. - AMENDMENT NO. 8 Activist Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 8)* Turning Point Brands, Inc. (Name of Issuer) Common Stock, $0.01 par value per share (Title of Class of Securities) 90041L105 (CUSIP Number) Joseph Mause Standard General L.P. 767 Fifth Avenue, 12th Floor New York, NY 10153 Tel. No.: 212-257-4701 (Name, A |
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| July 9, 2020 |
2,000,000 Shares of Common Stock Turning Point Brands, Inc. Selling Stockholders TABLE OF CONTENTS Filed Pursuant to Rule 424(b)(7) Registration No. 333-219114 PROSPECTUS SUPPLEMENT (To prospectus dated July 20, 2017) 2,000,000 Shares of Common Stock Turning Point Brands, Inc. Selling Stockholders This prospectus supplement relates to the offer and sale of 2,000,000 shares of our common stock by the selling stockholders identified in this prospectus supplement. Such offer |
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| July 8, 2020 |
Financial Statements and Exhibits, Results of Operations and Financial Condition, Other Events 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): July 8, 2020 TURNING POINT BRANDS, INC. (Exact name of registrant as specified in its charter) Delaware 001-37763 20-0709285 (State or other Jurisdiction of Incorporation) (Commission |
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| July 8, 2020 |
Turning Point Brands Announces Preliminary Second Quarter 2020 Results Filed Pursuant to Rule 433 Registration Statement No 333-219114 Issuer Free Writing Prospectus, dated July 8, 2020 Turning Point Brands Announces Preliminary Second Quarter 2020 Results LOUISVILLE, KY. |
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| July 8, 2020 |
Turning Point Brands Announces Preliminary Second Quarter 2020 Results Exhibit 99.1 Turning Point Brands Announces Preliminary Second Quarter 2020 Results LOUISVILLE, KY. (July 8, 2020) - Turning Point Brands, Inc. (“TPB” or the “Company”) (NYSE: TPB), a leading provider of Other Tobacco Products (“OTP”) and adult consumer alternatives, today announced preliminary sales results for the second quarter ended June 30, 2020 in connection with the underwritten secondary o |
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| July 8, 2020 |
2,000,000 Shares of Common Stock Turning Point Brands, Inc. Selling Stockholders TABLE OF CONTENTS The information in this preliminary prospectus supplement is not complete and may be changed. |
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| July 8, 2020 |
Exhibit 99.2 Turning Point Brands Announces Proposed Secondary Offering of Two Million Shares of Common Stock by its Significant Stockholders LOUISVILLE, KY. (July 8, 2020) - Turning Point Brands, Inc. (“TPB” or the “Company”) (NYSE: TPB), a leading provider of Other Tobacco Products and adult consumer alternatives, today announced the proposed underwritten public offering of 1,800,000 shares of C |
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| July 8, 2020 |
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): July 8, 2020 TURNING POINT BRANDS, INC. (Exact name of registrant as specified in its charter) Delaware 001-37763 20-0709285 (State or other Jurisdiction of Incorporation) (Commission |
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| July 8, 2020 |
Turning Point Brands Announces Preliminary Second Quarter 2020 Results Exhibit 99.1 Turning Point Brands Announces Preliminary Second Quarter 2020 Results LOUISVILLE, KY. (July 8, 2020) - Turning Point Brands, Inc. (“TPB” or the “Company”) (NYSE: TPB), a leading provider of Other Tobacco Products (“OTP”) and adult consumer alternatives, today announced preliminary sales results for the second quarter ended June 30, 2020 in connection with the underwritten secondary o |
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| July 8, 2020 |
Exhibit 99.2 Turning Point Brands Announces Proposed Secondary Offering of Two Million Shares of Common Stock by its Significant Stockholders LOUISVILLE, KY. (July 8, 2020) - Turning Point Brands, Inc. (“TPB” or the “Company”) (NYSE: TPB), a leading provider of Other Tobacco Products and adult consumer alternatives, today announced the proposed underwritten public offering of 1,800,000 shares of C |
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| June 26, 2020 |
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): June 26, 2020 TURNING POINT BRANDS, INC. (Exact name of registrant as specified in its charter) Delaware 001-37763 20-0709285 (State or other Jurisdiction of Incorporation) (Commissio |
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| June 26, 2020 |
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): June 26, 2020 TURNING POINT BRANDS, INC. (Exact name of registrant as specified in its charter) Delaware 001-37763 20-0709285 (State or other Jurisdiction of Incorporation) (Commissio |
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| June 17, 2020 |
PROPOSED MERGER YOUR VOTE IS VERY IMPORTANT TABLE OF CONTENTS Filed Pursuant to Rule 424(b)(3) Registration No. 333-238313 PROPOSED MERGER YOUR VOTE IS VERY IMPORTANT To the Stockholders of Standard Diversified Inc.: Standard Diversified Inc., which we refer to as SDI, and Turning Point Brands, Inc., which we refer to as TPB, have entered into an Agreement and Plan of Merger and Reorganization, which we refer to as the merger agreement, pur |
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| June 15, 2020 |
June 15, 2020 Division of Corporation Finance Securities and Exchange Commission 100 F Street, N. |
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| June 10, 2020 |
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): June 10, 2020 TURNING POINT BRANDS, INC. (Exact name of registrant as specified in its charter) DELAWARE 001-37763 20-0709285 (State or other jurisdiction of incorporation) (Commissio |
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| June 10, 2020 |
Exhibit 99.4 June 10, 2020 Special Committee of the Board of Directors Turning Point Brands, Inc. 5201 Interchange Way Louisville, KY 40229 Members of the Special Committee: We hereby consent to the inclusion of our opinion letter, dated April 7, 2020, to the Special Committee of the Board of Directors of Turning Point Brands, Inc. (“TPB”) as Annex C to, and to the references thereto under the hea |
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| June 10, 2020 |
TABLE OF CONTENTS As filed with the Securities and Exchange Commission on June 10, 2020 Registration No. |
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| June 10, 2020 |
1 Turning Point Brands, Inc. | www.turningpointbrands.com | [email protected] | 502.774.9238 Exhibit 99.1 Turning Point Brands Announces Acquisition of Assets from Durfort Holdings LOUISVILLE, KY. (June 10, 2020) - Turning Point Brands, Inc. (“TPB”) (NYSE: TPB), a leading provider of Other Tobacco Products (“OTP”) and adult consumer alternatives, today announced the acquisition of certain tobacco assets and distribution rights from Durfort Holdings S.R.L. (“Durfort”) and Blunt Wrap USA fo |
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| June 10, 2020 |
June 10, 2020 U.S. Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549 Attention: Geoff Kruczek Jay Ingram Re: Turning Point Brands, Inc. Registration Statement on Form S-4 Filed May 15, 2020 File No. 333-238313 Dear Mr. Kruczek and Mr. Ingram: On behalf of Turning Point Brands, Inc. (“TPB” or the “Company”), we submit this letter in respons |
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| May 15, 2020 |
Exhibit 99.3 PRELIMINARY PROXY CARD CLASS B COMMON STOCK STANDARD DIVERSIFIED INC. 767 5th Avenue, 12th Floor New York, NY 10153 Special Meeting of Stockholders [●] [●], 2020 Proxy Solicited on Behalf of the Board of Directors The undersigned holder of shares of Class B Common Stock, $0.01 par value, of STANDARD DIVERSIFIED INC. (the “Company”), revoking all prior proxies, hereby appoints [●] and |
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| May 15, 2020 |
TABLE OF CONTENTS As filed with the Securities and Exchange Commission on May 15, 2020 Registration No. |
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| May 15, 2020 |
CONSENT OF HOULIHAN LOKEY CAPITAL, INC. EX-99.1 6 nt10011977x1ex99-1.htm EXHIBIT 99.1 Exhibit 99.1 CONSENT OF HOULIHAN LOKEY CAPITAL, INC. May 15, 2020 The Special Committee of the Board of Directors of Standard Diversified Inc. 115 Mineola Blvd. Mineola, NY 11501 RE: Proxy Statement of Standard Diversified Inc. (“SDI”) / Prospectus of Turning Point Brands, Inc. (“TPB”) which forms part of the Registration Statement on Form S-4 of TPB ( |
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| May 15, 2020 |
Exhibit 99.2 PRELIMINARY PROXY CARD CLASS A COMMON STOCK STANDARD DIVERSIFIED INC. 767 5th Avenue, 12th Floor New York, NY 10153 Special Meeting of Stockholders [●] [●], 2020 Proxy Solicited on Behalf of the Board of Directors The undersigned holder of shares of Class A Common Stock, $0.01 par value, of STANDARD DIVERSIFIED INC. (the “Company”), revoking all prior proxies, hereby appoints [●] and |
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| April 30, 2020 |
Submission of Matters to a Vote of Security Holders 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): April 28, 2020 TURNING POINT BRANDS, INC. (Exact name of registrant as specified in its charter) Delaware 001-37763 20-0709285 (State or other jurisdiction of incorporation or organiz |
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| April 28, 2020 |
Turning Point Brands, Inc. | www.turningpointbrands.com | [email protected] | 502.774.9238 Exhibit 99.1 Turning Point Brands Announces First Quarter 2020 Results LOUISVILLE, KY. (April 28, 2020) - Turning Point Brands (“TPB”) (NYSE: TPB), a leading provider of Other Tobacco Products (“OTP”) and adult consumer alternatives, today announced financial results for the first quarter ended March 31, 2020. Results at a Glance First Quarter 2020 (Comparisons vs. same period year-ago) ✓ Net sale |
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| April 28, 2020 |
Third Amendment to Amended and Restated First Lien Credit Agreement Execution Version Exhibit 10.1 Third Amendment to Amended and Restated First Lien Credit Agreement This Third Amendment to Amended and Restated First Lien Credit Agreement (this “Amendment”) is entered into as of April 6, 2020 (the “Third Amendment Closing Date”), by and among Turning Point Brands, Inc., a Delaware corporation (the “Borrower”), the Guarantors party hereto, the Lenders party hereto |
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| April 28, 2020 |
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): April 28, 2020 TURNING POINT BRANDS, INC. (Exact name of registrant as specified in its charter) Delaware 001-37763 20-0709285 (State or other jurisdiction of incorporation or organiz |
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| April 28, 2020 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark One) ☑ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2020 or ◻ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-37763 TURNING P |
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| April 28, 2020 |
Exhibit 99.2 | N Y S E : T P B | 5 2 0 1 I N T E R C H A N G E W A Y , L O U I S V I L L E K Y | T U R N I N G P O I N T B R A N D S . C O M | Turning Point Brands (NYSE: TPB) ANNUAL MEETINGA p r i l 2 8 , 2 0 2 0 DisclaimerFORWARD LOOKING STATEMENTS This presentation contains forward-looking statements within the meaning of the federal securities laws. Forward-looking statements may generally be |
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| April 17, 2020 |
TPB / Turning Point Brands, Inc. DEFA14A - - DEFA14A SCHEDULE 14A (RULE 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 Filed by the Registrant ☑ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definitive Proxy Statement ☑ Definitive Additional Materials ☐ Soliciting Material Pursuant to Section 240. |
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| April 13, 2020 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 1) TURNING POINT BRANDS, INC. (Name of Issuer) Common Stock, $0.01 par value per share (Title of Class of Securities) 90041L105 (CUSIP Number) Gregory H.A. Baxter Interim Chief Executive Officer Standard Diversified Inc. 767 5th Avenue, 12th Floor New York, |
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| April 9, 2020 |
TPB / Turning Point Brands, Inc. / Standard General L.P. - AMENDMENT NO. 7 Activist Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 7)* Turning Point Brands, Inc. (Name of Issuer) Common Stock, $0.01 par value per share (Title of Class of Securities) 90041L105 (CUSIP Number) Joseph Mause Standard General L.P. 767 Fifth Avenue, 12th Floor New York, NY 10153 Tel. No.: 212-257-4701 (Name, A |
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| April 8, 2020 |
TURNING POINT BRANDS AND STANDARD DIVERSIFIED INC. ANNOUNCE MERGER TRANSACTION Exhibit 99.1 TURNING POINT BRANDS AND STANDARD DIVERSIFIED INC. ANNOUNCE MERGER TRANSACTION NEW YORK, NY, April 8, 2020 – Turning Point Brands, Inc. (the “TPB”) (NYSE: TPB) and Standard Diversified Inc. (“SDI”) (NYSE: SDI) announced today that they have entered into a definitive agreement under which SDI will be merged into a wholly-owned subsidiary of TPB in a tax-free downstream merger, in a tra |
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| April 8, 2020 |
Exhibit 2.1 AGREEMENT AND PLAN OF MERGER AND REORGANIZATION among: TURNING POINT BRANDS, INC., a Delaware corporation; STANDARD MERGER SUB, LLC, a Delaware limited liability company; and STANDARD DIVERSIFIED INC., a Delaware corporation Dated as of April 7, 2020 TABLE OF CONTENTS Page DESCRIPTION OF TRANSACTION 1 1.1 The Merger 1 1.2 Effects of the Merger 1 1.3 Closing; Effective Time 1 1.4 Certif |
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| April 8, 2020 |
Exhibit 2.1 AGREEMENT AND PLAN OF MERGER AND REORGANIZATION among: TURNING POINT BRANDS, INC., a Delaware corporation; STANDARD MERGER SUB, LLC, a Delaware limited liability company; and STANDARD DIVERSIFIED INC., a Delaware corporation Dated as of April 7, 2020 TABLE OF CONTENTS Page DESCRIPTION OF TRANSACTION 1 1.1 The Merger 1 1.2 Effects of the Merger 1 1.3 Closing; Effective Time 1 1.4 Certif |
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| April 8, 2020 |
TURNING POINT BRANDS AND STANDARD DIVERSIFIED INC. ANNOUNCE MERGER TRANSACTION Exhibit 99.1 TURNING POINT BRANDS AND STANDARD DIVERSIFIED INC. ANNOUNCE MERGER TRANSACTION NEW YORK, NY, April 8, 2020 – Turning Point Brands, Inc. (the “TPB”) (NYSE: TPB) and Standard Diversified Inc. (“SDI”) (NYSE: SDI) announced today that they have entered into a definitive agreement under which SDI will be merged into a wholly-owned subsidiary of TPB in a tax-free downstream merger, in a tra |
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| April 8, 2020 |
Entry into a Material Definitive Agreement, Financial Statements and Exhibits 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): April 7, 2020 TURNING POINT BRANDS, INC. (Exact name of registrant as specified in its charter) Delaware 001-37763 20-0709285 (State or other Jurisdiction of Incorporation) (Commissio |
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| April 8, 2020 |
TPB / Turning Point Brands, Inc. 425 - Merger Prospectus - 8-K 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): April 7, 2020 TURNING POINT BRANDS, INC. (Exact name of registrant as specified in its charter) Delaware 001-37763 20-0709285 (State or other Jurisdiction of Incorporation) (Commissio |
