CompoSecure, Inc. — Regulatory Filings 2024

Mar 6, 2024

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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 1, 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 ( see General Instruction A.2. below):

¨	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 |
| Redeemable
warrants, each whole warrant exercisable for one share of Class A Common Stock | CMPOW | 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. ¨

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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.

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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.

/s/Timothy Fitzsimmons
Timothy Fitzsimmons
Chief Financial Officer

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