UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
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| Item 1.01 | Entry into a Material Definitive Agreement |
On March 1, 2024, CompoSecure Holdings, L.L.C. (“Holdings”), CompoSecure, L.L.C. (“CompoSecure”), Arculus Holdings, L.L.C. (“Arculus” and collectively with Holdings and CompoSecure, the “Companies”), JPMorgan Chase Bank, National Association, as administrative agent (“JPMC”), and the lenders party thereto, entered into Amendment No. 2 to Third Amended and Restated Credit Agreement (the “Second Amendment”). The Second Amendment amended the Third Amended and Restated Credit Agreement, dated as of December 21, 2021, as amended by Amendment No. 1 to Third Amended and Restated Credit Agreement, dated as of February 28, 2023 (as amended, the “Amended Credit Agreement”).
Subject to certain conditions, the Second Amendment allows CompoSecure, Inc. (the “Company”) (or its applicable subsidiary) to repurchase outstanding shares of common stock, outstanding warrants to purchase shares of common stock and/or outstanding convertible notes in an aggregate amount not to exceed $40,000,000 at any time.
The foregoing is a summary of the material terms and conditions of the Second Amendment and not a complete discussion of the document. Accordingly, the foregoing is qualified in its entirety by reference to the full text of the Second Amendment, which will be filed as an exhibit to the Company’s Quarterly Report on Form 10-Q for the fiscal quarter ending March 31, 2024.
| Item 2.02 | Results of Operation and Financial Condition |
On March 6, 2024, the Company issued a press release announcing its financial results for the full year 2023 and the three months ended December 31, 2023, and provided an investor presentation to accompany the press release. The press release and business presentation provide business updates, including the approval of a repurchase program for up to $40 million of the Company’s outstanding shares of common stock, warrants and/or notes exchangeable for shares of common stock (the “Repurchase Program”). The Repurchase Program will be effective March 7, 2024 through March 7, 2027. Copies of the press release and the investor presentation are furnished herewith as Exhibits 99.1 and 99.2, respectively.*
| Item 7.01 | Regulation FD Disclosure |
The information included under Item 2.02 of this Current Report on Form 8-K is incorporated into this Item 7.01 by reference.*
| Item 9.01 | Exhibits |
(d) Exhibits
| Exhibit No. | Description |
| 99.1 | Press Release of the Company, dated March 6, 2024 |
| 99.2 | Investor Presentation, dated March 6, 2024 |
| 104 |
Cover Page Interactive Data File (embedded with the Inline XBRL document) |
* The information in Items 2.02 and 7.01 of this Form 8-K shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such a filing.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| COMPOSECURE, INC. | ||
| Date: March 6, 2024 | By: | /s/Timothy Fitzsimmons |
| Timothy Fitzsimmons | ||
| Chief Financial Officer | ||