UFP Technologies Inc. filed SEC Form 8-K: Regulation FD Disclosure, Financial Statements and Exhibits

$UFPT
Medical/Dental Instruments
Health Care
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Form 8-K
0000914156 False 0000914156 2024-08-26 2024-08-26 iso4217:USD xbrli:shares iso4217:USD xbrli:shares
 

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 26, 2024

_______________________________

UFP Technologies, Inc.

(Exact name of registrant as specified in its charter)

_______________________________

Delaware001-1264804-2314970
(State or Other Jurisdiction of Incorporation)(Commission File Number)(I.R.S. Employer Identification No.)

100 Hale Street

Newburyport, Massachusetts - USA 01950-3504

(Address of Principal Executive Offices) (Zip Code)

(978) 352-2200

(Registrant's telephone number, including area code)

N/A

(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 classTrading Symbol(s)Name of each exchange on which registered
Common StockUFPTThe NASDAQ Stock Market L.L.C.

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

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 7.01. Regulation FD Disclosure.

Pursuant to the terms of a Share Purchase Agreement, dated as of August 23, 2024 (the “AQF Purchase Agreement”), UFP Technologies, Inc. (“UFP” or the “Company”), purchased all of the issued and outstanding shares of the parent holding companies of AQF Limited, operating as AQF Medical, a leading manufacturer of custom engineered foam and thermoplastic components headquartered in County Meath, Ireland.

The shares were acquired for an aggregate purchase price of €43.0 million in cash. The aggregate purchase price at closing was approximately 12.3 times AQF Medical’s adjusted net income before interest, taxes, depreciation and amortization (adjusted EBITDA, which is a non-GAAP financial measure) for the 12-month period ended June 30, 2024.

The AQF Purchase Agreement contains customary representations, warranties, indemnities and covenants customary for transactions of this type.

On August 26, 2024, UFP issued a press release relating to the completion of the Company’s acquisition of AQF Medical. The press release is attached as Exhibit 99.1 hereto and is incorporated herein by reference.

Limitation on Incorporation by Reference. The information furnished in this Item 7.01, including the press release attached hereto as Exhibit 99.1, 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 such information be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.

Cautionary Note Regarding Forward-Looking Statements. Except for historical information contained in the press release attached as an exhibit hereto, the press release contains forward-looking statements that involve certain risks and uncertainties that could cause actual results to differ materially from those expressed or implied by these statements. Please refer to the cautionary note in the press release regarding these forward-looking statements.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit Number Description
   
99.1 Press release dated August 26, 2024, of UFP Technologies, Inc. announcing the completion of its acquisition of AQF Limited.
104 Cover Page Interactive Data File (embedded within 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.

 UFP Technologies, Inc.
   
  
Date: August 26, 2024By: /s/ Ronald J. Lataille        
  Ronald J. Lataille
  Chief Financial Officer and Senior Vice President
  

 

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