Item 1.01 Entry into a Material Definitive Agreement
On
The Underwriting Agreement contains customary representations, warranties and agreements of the Company and the Selling Stockholders and other customary obligations of the parties and termination provisions. The Company and the Selling Stockholders, severally and not jointly, have agreed to indemnify the Underwriter against certain liabilities under the Securities Act of 1933, as amended (the "Securities Act"), or to contribute to payments the Underwriter may be required to make because of any such liabilities.
Pursuant to the terms of the Underwriting Agreement, the Company and the Selling Stockholders have agreed, subject to certain exceptions, that they will not, among other things, (i) offer, sell, assign, transfer, contract to sell, grant any option, right or warrant for the sale of, lend or otherwise dispose of or announce the intention to otherwise dispose of, directly or indirectly or (ii) enter into any swap or similar agreement or arrangement that transfers to another, in whole or in part, the economic consequence of ownership of, directly or indirectly, any Common Stock or securities convertible into or exchangeable or exercisable for any Common Stock without the prior written consent of the Underwriter, for a period of 75 days after the date of the pricing of the Offering.
The Offering was made pursuant to the Company's effective shelf registration
statement on Form S-3 (File No. 333- 240310), which was declared effective by
the
The Underwriter and its affiliates have, from time to time, performed, and may in the future perform, commercial banking and investment banking services for the Company and its affiliates in the ordinary course of business, for which they received or will receive customary fees and expenses. In addition, in the ordinary course of their business activities, the Underwriter and its affiliates may make or hold and actively trade securities and/or instruments of the Company and its affiliates. The Underwriter and its affiliates may also make investment recommendations and/or publish or express independent research views in respect of such securities or financial instruments.
The preceding summary of the Underwriting Agreement is qualified in its entirety by reference to the full text of the Underwriting Agreement, a copy of which is attached as Exhibit 1.1 hereto and incorporated herein by reference.
Item 8.01 Other Events.
On
Item 9.01. Financial Statements and Exhibits.
Not applicable. Not applicable Not applicable -------------------------------------------------------------------------------- Exhibits: Exhibit Number Description 1.1 Underwriting Agreement, dated as ofFebruary 16, 2021 , amongTurning Point Brands, Inc. ,Standard General Master Fund L.P. ,Standard General Master Fund II L.P. ,Standard General Focus Fund L.P. ,P Standard General Ltd. andBarclays Capital Inc. 99.2 Press release of the Company datedFebruary 16, 2021 , announcing its proposed underwritten public offering. 99.3 Press release of the Company datedFebruary 16, 2021 , announcing its proposed underwritten public offering. 104 Cover Page Interactive Data File (embedded within the Inline XBRL document).
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