What changed in this filing

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Item 9A. Controls and Procedures

2022-03-11 compared with 2021-02-19 · 185 added, 97 removed, 158 unchanged (64% of the section changed)

1 unchanged sentence

Disclosure Controls and Procedures

As of December 31, 2020, the Company’s management, with participation of the Company’s President and Chief Executive Officer (“CEO”) and Chief Financial Officer (“CFO”), evaluated the effectiveness of the Company’s disclosure controls and procedures as defined in Exchange Act Rules 13a-15(e) and 15d-15(e).

Based on that evaluation, the CEO and CFO concluded that the Company’s disclosure controls and procedures were effective as of December 31, 2020, at the reasonable assurance level.

As of December 31, 2021, the Company’s management, with participation of the Company’s President and Chief Executive Officer (“CEO”) and Chief Financial Officer (“CFO”), evaluated the

effectiveness of the Company’s disclosure controls and procedures as defined in Exchange Act Rules 13a-15(e) and 15d-15(e).

Based on that evaluation, the CEO and CFO concluded that the Company’s disclosure controls and procedures were not

effective as of December 31, 2021, solely due to the material weakness in internal control over financial reporting described below.

Internal Control

Pursuant to Section 404 of the Sarbanes-Oxley Act of 2002, we have included a report that provides management’s assessment of our internal control over financial reporting as part of this Annual Report on Form 10-K for the year ended December 31, 2020.

Pursuant to Section 404 of the Sarbanes-Oxley Act of 2002, we have included a report that provides management’s assessment of our internal control over financial reporting as part of this

Annual Report on Form 10-K for the year ended December 31, 2021.

Management’s report is included below under the caption entitled “Management’s Report on Internal Control Over Financial Reporting,” and is incorporated herein by reference.

Our independent registered public accounting firm is not yet required to formally attest to the effectiveness of our internal controls over financial reporting and will not be required to do so for as long as we are an “emerging growth company” pursuant to the provisions of the Jumpstart Our Business Startups Act of 2012.

Management’s Report on Internal Control over Financial Reporting

The consolidated financial statements appearing in this Annual Report have been prepared by the management that is responsible for their preparation, integrity, and fair presentation.

The statements have been prepared in accordance with U.S.

generally accepted accounting principles, which requires management to make estimates and assumptions that affect the amounts reported in the consolidated financial statements and accompanying notes.

Our management is responsible for establishing and maintaining adequate internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) of the Securities Exchange Act of 1934, as amended).

Our internal control system was designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles.

statements have been prepared in accordance with U.S.

generally accepted accounting principles, which requires management to make estimates and assumptions that affect the amounts reported in the consolidated financial statements and accompanying

Our management is responsible for establishing and maintaining adequate internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) of the Securities Exchange Act

of 1934, as amended).

accepted accounting principles.

All internal control systems, no matter how well designed, have inherent limitations.

Therefore, even those systems determined to be effective can provide only reasonable assurance with respect to financial statement preparation and presentation.

Therefore, even those systems determined to be effective can provide only reasonable assurance with

respect to financial statement preparation and presentation.

Further, because of changes in conditions, the effectiveness of an internal control system may vary over time.

Under the supervision and with the participation of our management, including our CEO, we conducted an evaluation of the effectiveness of our internal control over financial reporting as of December 31, 2020, based on the framework in Internal Control — Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) (“COSO ICIF”).

A material weakness is defined as a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of the Company’s annual or interim financial statements will not be prevented or detected on a timely basis.

Based on our evaluation under the framework in COSO ICIF, our management concluded that our internal control over financial reporting was effective at the reasonable assurance level as of December 31, 2020.

In conducting management’s evaluation as described above, ReCreation was excluded.

The operations of ReCreation excluded from management’s assessment of internal control over financial reporting, represent approximately 0% of the Company’s consolidated revenues and approximately 2% of total assets as of December 31, 2020.

Under the supervision and with the participation of our management, including our CEO, we conducted an evaluation of the effectiveness of our internal control over financial reporting as of

December 31, 2021, based on the framework in Internal Control — Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) (“COSO ICIF”).

A material weakness is defined as a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material

misstatement of the Company’s annual or interim financial statements will not be prevented or detected on a timely basis.

Based on our evaluation under the framework in COSO ICIF, our management concluded that our internal control over financial reporting was not effective as of December 31, 202 1,

solely due to a material weakness in internal control related to ineffective information technology general controls (“ITGCs”) in the areas of user access and program change-management over certain information technology (“IT”) systems that

support the Company’s financial reporting processes.

Our business process controls (automated and manual) that are dependent on the affected ITGCs were also deemed ineffective because they could have been adversely impacted.

We believe that these

control deficiencies were a result of:

IT control processes lacking sufficient documentation such that the successful operation of ITGCs was overly dependent upon knowledge and actions of certain individuals with IT expertise, which led to

failures resulting from insufficient training of IT personnel on the importance of ITGCs and risk-assessment processes that were inadequate to identify and assess changes in IT environments that could impact internal control over financial

The material weakness did not result in any identified misstatements to the financial statements, and there were no changes to previously released financial results.

Our independent registered public accounting firm has audited the consolidated financial statements appearing in this Annual Report and the effectiveness of our internal controls over financial

reporting and has issued their reports, included herein.

Notwithstanding the above identified material weakness, management believes the financial statements as included in Part II of this Annual Report on Form 10-K fairly represent in all material respects the Company’s

financial condition, results of operations and cash flows as of and for the periods presented in accordance with generally accepted accounting principles in the United States.

Management has been implementing and continues to implement measures designed to ensure that control deficiencies contributing to the material weakness are remediated, such that these controls are designed,

implemented, and operating effectively.

The remediation actions include:

(i) developing a training program addressing ITGCs and policies, including educating control owners concerning the principles and requirements of each control, with a focus

on those related to user access and change-management over IT systems impacting financial reporting;

(ii) developing and maintaining documentation underlying ITGCs;

(iii) developing enhanced risk assessment procedures and controls related to

changes in IT systems;

(iv) implementing an IT management review and testing plan to monitor ITGCs with a specific focus on systems supporting our financial reporting processes;

and (v) enhanced quarterly reporting on the remediation measures to

the Audit Committee of the Board of Directors.

We believe that these actions will remediate the material weakness.

The weakness will not be considered remediated, however, until the applicable controls operate for a sufficient period of time and management has

concluded, through testing, that these controls are operating effectively.

We expect that the remediation of this material weakness will be completed prior to the end of 2022.

Changes in Internal Controls over Financial Reporting

Management has determined that there were no changes in the Company’s internal controls over financial reporting during the fiscal quarter ended December 31, 2020 that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

/s/ Lawrence S.

/s/ Robert Lavan

Except for the material weakness identified during the quarter, there were no changes in the Company’s internal controls over financial reporting during the fiscal quarter ended December 31,

2021 that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

/s/ Yavor Efremov

/s/ Luis Reformina

/s/ Brian Wigginton

Yavor Efremov

Luis Reformina

Brian Wigginton

2 unchanged sentences

Chief Accounting Officer

February 19, 2021

March 11, 2022

Other Information

Directors, Executive Officers and Corporate Governance

The information required for this Item is incorporated by reference from our Proxy Statement to be filed in connection with our 2021 Annual Meeting of Stockholders within 120 days after the end of the fiscal year ended December 31, 2020.

The information required for this Item is incorporated by reference from our Proxy Statement to be filed in connection with our 2022 Annual Meeting of Stockholders within 120 days after the end of the fiscal year

ended December 31, 2021.

Executive Compensation

ended December 31, 2021.

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

Certain Relationships and Related Transactions, and Director Independence

ended December 31, 2021.

Certain Relationships and Related Transactions, and Director

ended December 31, 2021.

Principal Accountant Fees and Services

ended December 31, 2021.

Exhibits and Financial Statement Schedules

5 unchanged sentences

Exhibits – See (b) below

Index to Exhibits

Exhibits Index to Exhibits

Index to Exhibits

International Vapor Group Stock Purchase Agreement dated as of September 5, 2018, between Turning Point Brands, Inc.

and International Vapor Group, LLC (incorporated by reference to Exhibit 2.1 to the Registrant’s Quarterly Report on Form 10-Q filed on November 7, 2018).

and International Vapor Group, LLC (incorporated by reference to Exhibit 2.1 to the

Registrant’s Quarterly Report on Form 10-Q filed on November 7, 2018).

Agreement and Plan of Merger and Reorganization, dated as of April 7, 2020, by and among TPB, SDI and Merger Sub.

(incorporated by reference to Exhibit 2.1 to the Registrant’s Current Report on Form 8-K filed on April 8, 2020).

(incorporated by reference to Exhibit 2.1 to the Registrant’s Current

Report on Form 8-K filed on April 8, 2020).

Second Amended and Restated Certificate of Incorporation of Turning Point Brands, Inc.

(incorporated by reference to Exhibit 3.1 to the Registrant’s Current Report on Form 8-K filed on May 16, 2016).

(incorporated by reference to Exhibit 3.1 to

the Registrant’s Current Report on Form 8-K filed on May 16, 2016).

Second Amended and Restated By-laws (incorporated by reference to Exhibit 3.1 to the Registrant’s Quarterly Report on Form 10-Q filed on October 27, 2020).

1 unchanged sentence

dated May 10, 2016, between Turning Point Brands, Inc.

and the Stockholders named therein (incorporated by reference to Exhibit 4.1 to the Registrant’s Current Report on Form 8-K filed on May 16, 2016).

Stockholders named therein (incorporated by reference to Exhibit 4.1 to the Registrant’s Current Report on Form 8-K filed on May 16, 2016).

Description of Securities.

(incorporated by reference to Exhibit 4.2 to the Registrant’s Annual Report on Form 10-K filed on March 12,

Indenture dated as of July 30, 2019, between Turning Point Brands, Inc.

and GLAS Trust Company LLC, (including the form of Note as Exhibit A thereto) (incorporated by reference to Exhibit 4.1 to the Registrant’s Current Report on Form 8-K filed on July 30, 2019).

Indenture dated as of February 11, 2021, between Turning Point Brands, Inc.

and GLAS Trust Company LLC, (including the form of Note as Exhibit A thereto) (incorporated by reference to

Exhibit 4.1 to the Registrant’s Quarterly Report on Form 10-Q filed on May 5, 2021).

Turning Point Brands, Inc.

2015 Equity Incentive Plan (the “2015 Plan”) (incorporated by reference to Exhibit 10.1 to the Registrant’s Registration Statement on Form S-1/A (File No.

2015 Equity Incentive Plan (the “2015 Plan”) (incorporated by reference to Exhibit 10.1 to the

Registrant’s Registration Statement on Form S-1/A (File No.

333-207816) filed on November 5, 2015).

Form of Stock Option Award Agreement under the 2015 Plan (incorporated by reference to Exhibit 10.2 to the Registrant’s Annual Report on Form 10-K filed on March 13, 2017).

Form of Stock Option Award Agreement under the 2015 Plan (incorporated by reference to Exhibit 10.2 to the Registrant’s Annual

Report on Form 10-K filed on March 13, 2017).

Form of Performance-Based Restricted Stock Unit Award Agreement under the Turning Point Brands, Inc.

2015 Equity Incentive Plan (incorporated by reference to Exhibit 10.3 to the Registrant’s Quarterly Report on Form 10-Q filed on May 11, 2017).

2015 Equity Incentive Plan (incorporated by reference to Exhibit 10.3 to the Registrant’s Quarterly

Report on Form 10-Q filed on May 11, 2017).

2006 Equity Incentive Plan of Turning Point Brands, Inc.

(incorporated by reference to Exhibit 10.3 to the Registrant’s Registration Statement on Form S-1/A (File No.

(incorporated by reference to Exhibit 10.3 to the Registrant’s

Registration Statement on Form S-1/A (File No.

333-207816) filed on November 5, 2015).

1 unchanged sentence

1 to the 2006 Equity Incentive Plan of North Atlantic Holding Company, Inc.

(incorporated by reference to Exhibit 10.4 to the Registrant’s Annual Report on Form 10-K filed on March 13, 2017).

(incorporated by reference to Exhibit

10.4 to the Registrant’s Annual Report on Form 10-K filed on March 13, 2017).

Amendment No.

2 to the 2006 Equity Incentive Plan of North Atlantic Holding Company, Inc.

(incorporated by reference to Exhibit 10.5 to the Registrant’s Annual Report on Form 10-K filed on March 13, 2017).

(incorporated by reference to Exhibit

10.5 to the Registrant’s Annual Report on Form 10-K filed on March 13, 2017).

Amendment No.

3 to the 2006 Equity Incentive Plan of North Atlantic Holding Company, Inc.

(incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed on February 7, 2017).

(incorporated by reference to Exhibit

10.1 to the Registrant’s Current Report on Form 8-K filed on February 7, 2017).

Amendment No.

4 to the 2006 Equity Incentive Plan of North Atlantic Holding Company, Inc.

(incorporated by reference to Exhibit 10.54 to the Registrant’s Annual Report on Form 10-K filed on March 13, 2017).

Form of Award Agreement under the 2006 Plan (incorporated by reference to Exhibit 10.4 to the Registrant’s Registration Statement on Form S-1/A (File No.

(incorporated by reference to Exhibit

10.54 to the Registrant’s Annual Report on Form 10-K filed on March 13, 2017).

Form of Award Agreement under the 2006 Plan (incorporated by reference to Exhibit 10.4 to the Registrant’s Registration Statement

on Form S-1/A (File No.

333-207816) filed on November 5, 2015).

1 unchanged sentence

Form of Indemnification Agreement between Turning Point Brands, Inc.

and certain directors and officers (incorporated by reference to Exhibit 10.10 to the Registrant’s Registration Statement on Form S-1/A (File No.

and certain directors and officers (incorporated by reference

to Exhibit 10.10 to the Registrant’s Registration Statement on Form S-1/A (File No.

333-207816) filed on November 24, 2015).

1 unchanged sentence

and Standard General Master Fund, L.P.

(incorporated by reference to Exhibit 10.2 to the Registrant’s Registration Statement on Form S-1/A (File No.

(incorporated by

reference to Exhibit 10.2 to the Registrant’s Registration Statement on Form S-1/A (File No.

333-207816) filed on November 24, 2015).

Employment Agreement between Turning Point Brands, Inc.

and Lawrence Wexler dated November 23, 2015 (incorporated by reference to Exhibit 10.9 to the Registrant’s Current Report on Form 8-K filed on May 16, 2016).

and Lawrence Wexler dated November 23, 2015 (incorporated by reference to Exhibit 10.9 to the Registrant’s Current

Report on Form 8-K filed on May 16, 2016).

Employment Agreement between Turning Point Brands, Inc.

Lavan dated March 13, 2018 (incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed on March 19, 2018).

Lavan dated March 13, 2018 (incorporated by reference to Exhibit 10.1 to the Registrant’s Current

Report on Form 8-K filed on March 19, 2018).

Contract Manufacturing, Packaging and Distribution Agreement dated as of September 4, 2008, between National Tobacco Company, L.P.

3 unchanged sentences

Amended and Restated Distribution and License Agreement dated as of November 30, 1992, between Bolloré Technologies, S.A.

and North Atlantic Trading Company, Inc., as predecessor to North Atlantic Operating Company, Inc.

Atlantic Trading Company, Inc., as predecessor to North Atlantic Operating Company, Inc.

(U.S.) (incorporated by reference to Exhibit 10.2 to Amendment No.

2 to the Registrant’s Registration Statement (Reg.

333-31931) on Form S-4/A filed with the Commission on September 17, 1997).

333-31931) on Form

S-4/A filed with the Commission on September 17, 1997).

Amended and Restated Distribution and License Agreement dated as of November 30, 1992, between Bolloré Technologies, S.A.

and North Atlantic Trading Company, Inc., as predecessor to North Atlantic Operating Company, Inc.

Atlantic Trading Company, Inc., as predecessor to North Atlantic Operating Company, Inc.

(Canada) (incorporated by reference to Exhibit 10.4 to Amendment No.

2 to the Registrant’s Registration Statement (Reg.

333-31931) on Form S-4/A filed with the Commission on September 17, 1997).

333-31931) on Form

S-4/A filed with the Commission on September 17, 1997).

Amendment to the Amended and Restated Distribution and License Agreement dated March 31, 1993 between Bolloré Technologies, S.A.

11 unchanged sentences

Restated Amendment to the Amended and Restated Distribution and License Agreement between Bolloré Technologies, S.A.

and North Atlantic Operating Company, Inc.

Atlantic Operating Company, Inc.

dated June 25, 1997 (U.S.

1 unchanged sentence

2 to the Registrant’s Registration Statement (Reg.

333-31931) on Form S-4/A filed with the Commission on September 17, 1997).

333-31931) on Form S-4/A filed with the

Commission on September 17, 1997).

Amendment to the Amended and Restated Distribution and License Agreement dated October 22, 1997, between Bolloré Technologies, S.A.

2 unchanged sentences

Amendment to the Amended and Restated Distribution and License Agreement dated June 19, 2002, between Bolloré S.A.

and North Atlantic Operating Company, Inc.

Atlantic Operating Company, Inc.

& Canada) (incorporated by reference to Exhibit 10.31 to the Registrant’s Registration Statement on Form S-1 (File No.

5 unchanged sentences

Amendment to the Amended and Restated Distribution and License Agreement dated February 28, 2005, between Bolloré S.A.

and North Atlantic Operating Company, Inc.

Atlantic Operating Company, Inc.

& Canada) (incorporated by reference to Exhibit 10.33 to the Registrant’s Registration Statement on Form S-1 (File No.

2 unchanged sentences

and North Atlantic Operating Company, Inc.

& Canada) (incorporated by reference to Exhibit 10.1 to the Registrant’s Quarterly Report on Form 10-Q for the fiscal quarter ended March 31, 2006).

& Canada) (incorporated by

reference to Exhibit 10.1 to the Registrant’s Quarterly Report on Form 10-Q for the fiscal quarter ended March 31, 2006).

Amendment to the Amended and Restated Distribution and License Agreement dated March 10, 2010, between Bolloré S.A.

and North Atlantic Operating Company, Inc.

& Canada) (incorporated by reference to Exhibit 10.35 to the Registrant’s Registration Statement on Form S-1 (File No.

(incorporated by reference to Exhibit 10.35 to the Registrant’s Registration Statement on Form S-1 (File No.

333-207816) filed on November 5, 2015).

1 unchanged sentence

and North Atlantic Trading Company, Inc.

(incorporated by reference to Exhibit 10.26 to the Registrant’s Registration Statement on Form S-1 (File No.

(incorporated by reference to Exhibit 10.26 to the

Registrant’s Registration Statement on Form S-1 (File No.

333-207816) filed on November 5, 2015).

2 unchanged sentences

and North Atlantic Operating Company, Inc.

(incorporated by reference to Exhibit 10.27 to the Registrant’s Registration Statement on Form S-1 (File No.

(incorporated by reference to Exhibit

10.27 to the Registrant’s Registration Statement on Form S-1 (File No.

333-207816) filed on November 5, 2015).

2 unchanged sentences

and North Atlantic Operating Company, Inc.

(incorporated by reference to Exhibit 10.28 to the Registrant’s Registration Statement on Form S-1 (File No.

(incorporated by reference to Exhibit

10.28 to the Registrant’s Registration Statement on Form S-1 (File No.

333-207816) filed on November 5, 2015).

1 unchanged sentence

and North Atlantic Operating Company, Inc.

(incorporated by reference to Exhibit 10.32 to the Registrant’s Registration Statement on Form S-1 (File No.

(incorporated by

reference to Exhibit 10.32 to the Registrant’s Registration Statement on Form S-1 (File No.

333-207816) filed on November 5, 2015).

2 unchanged sentences

and North Atlantic Operating Company, Inc.

(incorporated by reference to Exhibit 10.36 to the Registrant’s Registration Statement on Form S-1 (File No.

(incorporated by reference to Exhibit 10.36 to

the Registrant’s Registration Statement on Form S-1 (File No.

333-207816) filed on November 5, 2015).

1 unchanged sentence

and North Atlantic Operating Company, Inc.

(incorporated by reference to Exhibit 10.37 to the Registrant’s Registration Statement on Form S-1 (File No.

(incorporated by reference to Exhibit 10.37 to the Registrant’s

Registration Statement on Form S-1 (File No.

333-207816) filed on November 5, 2015).

Distributors Supply Agreement dated as of April 1, 2013, between National Tobacco Company, L.P.

and JJA Distributors, LLC (incorporated by reference to Exhibit 10.38 to the Registrant’s Registration Statement on Form S-1/A (File No.

and JJA Distributors, LLC (incorporated by reference to Exhibit 10.38 to the

Registrant’s Registration Statement on Form S-1/A (File No.

333-207816) filed on November 24, 2015).

First Lien Credit Agreement dated as of February 17, 2017, by and among Turning Point Brands, Inc., Fifth Third Bank, and the lenders party thereto (incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed on February 17, 2017).

First Lien Guaranty and Security Agreement dated as of February 17, 2017, by and among Turning Point Brands, Inc., Fifth Third Bank, and the lenders party thereto (incorporated by reference to Exhibit 10.3 to the Registrant’s Current Report on Form 8-K filed on February 17, 2017).

Intercreditor Agreement dated as of February 17, 2017, by and among Turning Point Brands, Inc., the other grantors party thereto, Fifth Third Bank, as first lien collateral agent, and Prospect Capital Corporation, as second lien collateral agent (incorporated by reference to Exhibit 10.5 to the Registrant’s Current Report on Form 8-K filed on February 17, 2017).

Amended and Restated First Lien Credit Agreement, dated as of March 7, 2018, by and among Turning Point Brands, Inc.

and its subsidiaries, as the obligors, Fifth Third Bank, as administrative agent, and the lenders party thereto (incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed on March 8, 2018).

Omnibus Amendment, Reaffirmation Agreement and Joinder, dated as of March 7, 2018, by and among Turning Point Brands, Inc.

and its subsidiaries, as the Grantors, Fifth Third Bank, as administrative agent, and the lenders party thereto (incorporated by reference to Exhibit 10.3 to the Registrant’s Current Report on Form 8-K filed on March 8, 2018).

First Amendment to the First Lien Credit Agreement (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 10-Q for the period ended June 30, 2019).

Credit Agreement, dated as of February 11, 2021, by and among Turning Point Brands, Inc., as obligor, Barclays Bank PLC, as administrative agent, and the lenders party thereto

(incorporated by reference to Exhibit 10.1 to the Registrant’s Quarterly Report on Form 10-Q filed on May 5, 2021).

Form of Capped Call Agreement (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on July 31, 2019).

Second Amendment to the First Lien Credit Agreement (incorporated by reference to Exhibit 10.48 to the Registrant’s Annual Report on Form 10-K filed on March 12, 2020)

Third Amendment to the First Lien Credit Agreement.

(incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q filed on April 28, 2020).

Release and Severance Agreement, dated August 19, 2020, by and among TPB and James W.

Dobbins, Senior Vice President and General Counsel.

(incorporated by reference to Exhibit 10.1 to the Registrant’s Quarterly Report on Form 10-Q filed on October 27, 2020).

Consulting Agreement dated August 19, 2020, but effective November 1, 2020, between Turning Point Brands, Inc.

Consulting Agreement dated August 19, 2020, effective November 1, 2020, between Turning Point Brands, Inc.

and James Dobbins.

(incorporated by reference to Exhibit 10.2 to the Registrant’s Quarterly Report on Form 10-Q filed on October 27, 2020) †

(incorporated by reference to Exhibit 10.2 to the Registrant’s Quarterly

Report on Form 10-Q filed on October 27, 2020) †

Employment Agreement by and between the Company and Graham A.

Purdy, dated as of March 2, 2021.

(incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form

8-K filed on March 5, 2021) †

Employment Agreement by and between the Company and Luis Reformina, dated as of March 23, 2021.

(incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on

Form 8-K filed on March 24, 2021) †

Employment Agreement by and between the Company and Yavor Efremov dated December 15, 2021.

(incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form

8-K filed on December 16, 2021) †

First Lien Pari Passu Intercreditor Agreement, dated as of February 11, 2021, by and among Turning Point Brands, Inc., and the other grantors party thereto, Barclays Bank PLC, as

first lien collateral agent, and GLAS Trust Company LLC, as other collateral agent (incorporated by reference to Exhibit 10.2 to the Registrant’s Quarterly Report on Form 10-Q filed on May 5, 2021).

Pledge and Security Agreement, dated as of February 11, 2021, by and among Turning Point Brands, Inc., as grantor, the other grantors party thereto, Barclays Bank PLC, as

collateral agent, and the lenders party thereto.

(incorporated by reference to Exhibit 10.3 to the Registrant’s Quarterly Report on Form 10-Q filed on May 5, 2021).

Guaranty Agreement, dated as of February 11, 2021, by and among Turning Point Brands, Inc.

and certain of its subsidiaries, as guarantors, Barclays Bank PLC, as administrative

agent, and the lenders party thereto.

(incorporated by reference to Exhibit 10.4 to the Registrant’s Quarterly Report on Form 10-Q filed on May 5, 2021).

Pledge and Security Agreement, dated as of February 11, 2021, by and among Turning Point Brands, Inc., as grantor, the other grantors party thereto and GLAS Trust Company LLC, as

collateral agent (incorporated by reference to Exhibit 10.5 to the Registrant’s Quarterly Report on Form 10-Q filed on May 5, 2021).

Subsidiaries of Turning Point Brands, Inc.*

6 unchanged sentences

XBRL (eXtensible Business Reporting Language).

The following materials from Turning Point Brands, Inc.’s Annual Report on Form 10-K for the years ended December 31, 2020, 2019, and 2018, formatted in Inline XBRL:

(i) consolidated balance sheets, (ii) consolidated statements of income, (iii) consolidated statements of comprehensive income, (iv) consolidated statements of changes in stockholder’s equity (deficit), (v) consolidated statements of cash flows, and (vi) notes to the consolidated financial statements.*

The following materials from Turning Point Brands, Inc.’s Annual Report on Form 10-K for the years ended December 31, 2021, 2020, and 2019, formatted in

statements of cash flows, and (vi) notes to the consolidated financial statements.*

Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101).*

3 unchanged sentences

Not applicable.

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized, on February 19, 2021.

TURNING POINT BRANDS, INC.

/s/ Lawrence S.

/s/ Yavor Efremov

Yavor Efremov

Chief Executive Officer

/s/ Robert Lavan

/s/ Luis Reformina

Luis Reformina

Chief Financial Officer

3 unchanged sentences

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

/s/ Lawrence S.

/s/ Yavor Efremov

Director, Chief Executive Officer

February 19, 2021

/s/ Robert Lavan

March 11, 2022

Yavor Efremov

/s/ Luis Reformina

Chief Financial Officer

February 19, 2021

March 11, 2022

Luis Reformina

/s/ Brian Wigginton

Chief Accounting Officer

February 19, 2021

March 11, 2022

Brian Wigginton

1 unchanged sentence

Chairman of the Board of Directors

February 19, 2021

March 11, 2022

/s/ Gregory H.

February 19, 2021

/s/ Peggy Hebard

February 19, 2021

March 11, 2022

/s/ Assia Grazioli-Venier

March 11, 2022

Assia Grazioli-Venier

/s/ Arnold Zimmerman

February 19, 2021

March 11, 2022

Arnold Zimmerman

/s/ Ashley Davis Frushone

February 19, 2021

March 11, 2022

Ashley Davis Frushone

/s/ Stephen Usher

March 11, 2022

Stephen Usher

/s/ Lawrence S.

March 11, 2022

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.

What changed 10-K

Item 9A. Controls and Procedures