CompoSecure Inc. filed SEC Form 8-K: Entry into a Material Definitive Agreement, Financial Statements and Exhibits
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| Item 1.01 Entry Into a Material Definitive Agreement. |
As previously disclosed, on September 17, 2024, pursuant to and in accordance with the Stock Purchase Agreements, dated as of August 7, 2024, by and among Tungsten 2024 LLC, a Delaware limited liability company (“Tungsten”), and the other parties thereto (“Sellers”), Sellers (a) exchanged all of their Class B Units (“Class B Units”) of CompoSecure Holdings, L.L.C., a Delaware limited liability company (“CompoSecure Holdings”), for shares of Class A Common Stock, par value $0.0001 per share (“Class A Common Stock”), of CompoSecure, Inc., a Delaware corporation (“CompoSecure”), and (b) thereafter sold to Resolute Compo Holdings LLC, a Delaware limited liability company and Tungsten’s permitted assignee, certain shares of Class A Common Stock (collectively, the “Transaction”). The consummation of the Transaction eliminated the dual-class structure of CompoSecure.
On November 21, 2024, CompoSecure and CompoSecure Holdings entered into the Third Amended and Restated Limited Liability Company Agreement of CompoSecure Holdings (the “Third A&R LLC Agreement”) to, among other things, reflect that no Class B Units were outstanding as of the consummation of the Transaction and that CompoSecure’s dual-class structure had been eliminated.
The foregoing description does not purport to be complete and is qualified in its entirety the full text of the Third A&R LLC Agreement that is attached as Exhibit 10.1 to this Current Report on Form 8-K and incorporated by reference into this Item 1.01.
| Item 9.01 Exhibits. |
(d) Exhibits
| Exhibit No. | Description |
| 10.1 | Third Amended and Restated Limited Liability Company Agreement of CompoSecure Holdings, L.L.C., dated as of November 21, 2024. |
| 104 | Cover Page Interactive Data File (embedded with the Inline XBRL document) |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| COMPOSECURE, INC. | ||
| Date: November 22, 2024 | By: | /s/ Steven J. Feder |
Steven J. Feder | ||
General Counsel & Corporate Secretary | ||