Other Information
−Removed: During the three and nine months ended September 30, 2024, no directors or officers of the Company adopted or terminated any Rule 10b5-1 trading arrangements or non-Rule 10b5-1 trading arrangements (each as defined in Item 408(a) of Regulation S-K).
−Removed: Our proxy statement for the 2024 Annual Meeting of Stockholders, which was filed with the Securities and Exchange Commission on April 29, 2024, contained a typographical error in the section entitled “Stockholder Proposals for 2025 Annual Meeting of Stockholders” solely related to the date by which a stockholder must provide notice to the Company to present proposals at the Company’s annual meeting of stockholders in 2025 pursuant to Rule 14a-8 under the Exchange Act.
−Removed: The reference to the date December 12, 2024 should have instead referenced December 30, 2024.
+Added: During the three months ended March 31, 2025, no directors or officers of the Company adopted or terminated any Rule 10b5-1 trading arrangements or non-Rule 10b5-1 trading arrangements (each as defined in Item 408(a) of Regulation S-K).
Exhibit Description
−Removed: Indenture, dated as of July 11, 2024, by and among CPI CG Inc., as issuer, CPI Card Group Inc., as a guarantor, the subsidiary guarantors party thereto, and U.S.
−Removed: Bank Trust Company, National Association, as trustee and notes collateral agent (incorporated by reference to the Company’s Current Report on Form 8-K filed on July 11, 2024).
−Removed: Form of 10.000% Senior Secured Notes due 2029 (included as Exhibit A to the Indenture in Exhibit 4.1 referenced herein, incorporated by reference to the Company’s Current Report on Form 8-K filed on July 11, 2024).
−Removed: Credit Agreement, dated as of July 11, 2024, among CPI Card Group Inc., CPI CG Inc., the lenders from time to time party thereto and JPMorgan Chase Bank, N.A., as administrative agent and collateral agent (incorporated by reference to the Company’s Current Report on Form 8-K filed on July 11, 2024).
−Removed: Guaranty and Security Agreement, dated as of July 11, 2024, among CPI Card Group Inc.
−Removed: and certain of its subsidiaries from time to time party thereto and JPMorgan Chase Bank, N.A., as collateral agent (incorporated by reference to the Company’s Current Report on Form 8-K filed on July 11, 2024).
+Added: Agreement and Plan of Merger dated May 6, 2025, by and among CPI CG Inc., Apollo Merger Subsidiary, Inc., Arroweye Solutions, Inc., and WT Representative LLC (incorporated by reference to the Company’s Current Report on Form 8-K filed on May 7, 2025).
Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
9 unchanged sentences
Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).
−Removed: Pursuant to the requirement of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
+Added: * Certain exhibits and schedules have been omitted pursuant to Item 601(a)(5) of Regulation S-K.
+Added: The Company hereby undertakes to furnish supplemental copies of any of the omitted exhibits and schedules upon request by the SEC;
+Added: provided, however, that the Company may request confidential treatment pursuant to Rule 24b-2 of the Exchange Act for any exhibits or schedules so furnished.
+Added: 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 thereunto duly authorized.
CPI CARD GROUP INC.
−Removed: November 5, 2024
/s/ John Lowe
1 unchanged sentence
(Principal Executive Officer)
−Removed: November 5, 2024
/s/ Jeffrey Hochstadt
2 unchanged sentences
(Principal Financial Officer)
−Removed: November 5, 2024
/s/ Donna Abbey Carmignani
3 unchanged sentences
Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.