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 17, 2024
CompoSecure, Inc.
(Exact Name of Registrant as Specified in its Charter)
| Delaware | 001-39687 | 85-2749902 |
| (State or Other Juris- diction of Incorporation) | (Commission File Number) | (IRS Employer Identification No.) |
309 Pierce Street Somerset, New Jersey | 08873 |
| (Address of Principal Executive Offices) | (Zip Code) |
Registrant’s telephone number, including area code: (908) 518-0500
Not Applicable
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||
| Class A Common Stock, $0.0001 par value | CMPO | Nasdaq Global Market | ||
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).
Emerging growth company x
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨
| Item 8.01 | Other Events. |
CompoSecure, Inc. (“CompoSecure” or the “Company”) completed its previously reported business combination on December 27, 2021 pursuant to an Agreement and Plan of Merger (the “Merger Agreement”), dated as of April 19, 2021 (the “Business Combination”). Pursuant to the Merger Agreement, as disclosed in CompoSecure’s SEC filings, certain parties have the right to receive additional consideration (the “earn-out consideration”) upon the achievement of specified stock price thresholds for the Company’s Class A common stock on or prior to the third and fourth anniversaries of the completion of the Business Combination. On December 17, 2024, the Company issued an aggregate of 3.6 million shares of its Class A common stock in connection with the achievement of a $15.00 volume-weighted average price per share over the required time period on or prior to the third anniversary of the completion of the Business Combination.
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: December 18, 2024 | By: | /s/ Steven J. Feder |
| Steven J. Feder | ||
| General Counsel & Corporate Secretary | ||
