What changed in this filing

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Item 9A. Controls and Procedures

2023-03-15 compared with 2022-03-11 · 139 added, 141 removed, 202 unchanged (58% of the section changed)

1 unchanged sentence

Disclosure Controls and Procedures

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.

As of December 31, 2022, 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, 2022, solely due to the material weaknesses 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, 2021.

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, 2022.

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.

1 unchanged sentence

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.

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).

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.

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,

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, 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”).

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, 2022, 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

1 unchanged sentence

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, 2022 ,

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.

solely due to the following material weaknesses:

We did not design and maintain effective internal controls related to our 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

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 reporting.

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

We did not appropriately design and operate controls associated with the risk assessment component of the internal control framework, specifically as it

relates to identifying risks around segregation of duties within the financial reporting function, and the identification of all risks relating to the financial statements and controls that would address such risks.

business process controls (automated and manual) throughout financial reporting and the business transaction cycles.

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.

Notwithstanding the above identified material weaknesses, 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 U.S.

While our remediation plan may evolve and expand, management has been implementing and continues to implement measures designed to ensure that control deficiencies

contributing to the material weaknesses 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.

(i) implementation of a new ERP system in 2023 (ii) 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

(iii) developing and maintaining documentation underlying ITGCs;

(iv) developing enhanced risk assessment procedures and controls related to changes in IT systems;

(v) implementing an IT management review and testing plan to monitor

ITGCs with a specific focus on systems supporting our financial reporting processes;

(vi) enhanced quarterly reporting on the remediation measures to the Audit Committee of the Board of Directors;

and (vii) hiring additional competent and

qualified technical accounting and financial reporting personnel with appropriate knowledge and experience of the COSO ICIF to ensure appropriate segregation of duties within the financial reporting function, and we have the right experience in

identifying all risks relating to internal control over financial reporting and the preparation of our financial statements;

and (viii) providing sufficient training to our finance and accounting staff.

We believe that these actions will remediate the material weaknesses.

These weaknesses 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.

Changes in Internal Controls over Financial Reporting

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,

Other than in connection with aspects of our remediation plan, there were no changes in the Company’s internal controls over financial reporting during the fiscal quarter ended December 31, 2022

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

/s/ Yavor Efremov

/s/ Graham Purdy

/s/ Luis Reformina

/s/ Brian Wigginton

Yavor Efremov

Luis Reformina

16 unchanged sentences

ended December 31, 2022.

Certain Relationships and Related Transactions, and Director

Certain Relationships and Related Transactions, and Director Independence

The information required for this Item is incorporated by reference from our Proxy Statement to be filed in connection with our 2023 Annual Meeting of Stockholders within 120 days after the end of the fiscal year

10 unchanged sentences

Exhibits – See (b) below

Exhibits Index to Exhibits

Index to Exhibits

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

1 unchanged sentence

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).

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).

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).

(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).

Registration Rights Agreement of Turning Point Brands, Inc.

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

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).

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).

Description of Securities.

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

(incorporated by reference to Exhibit 4.2 to the Registrant’s Annual Report on Form

10-K filed on March 12, 2020).

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 31, 2019).

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

2 unchanged sentences

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.

2021 Equity Incentive Plan (the “2021 Plan”) dated as of March 22, 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.

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.

2 unchanged sentences

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

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

Form of Cash-Out Agreement under the 2006 Plan (incorporated by reference to Exhibit 10.2 to the Registrant’s Current Report on Form 8-K filed on February 7, 2017).

Form of Cash-Out Agreement under the 2006 Plan (incorporated by reference to Exhibit 10.2 to the Registrant’s Current Report on Form 8-K filed on

February 7, 2017).

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).

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).

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

and Swedish Match North America, Inc.

Match North America, Inc.

(incorporated by reference to Exhibit 10.17 to the Registrant’s Registration Statement on Form S-1/A (File No.

1 unchanged sentence

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

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

and North 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.

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

and North 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.

and North Atlantic Trading Company, Inc.

and North Atlantic

Trading Company, Inc.

& Canada) (incorporated by reference to Exhibit 10.22 to the Registrant’s Registration Statement on Form S-1 (File No.

1 unchanged sentence

Amendment to the Amended and Restated Distribution and License Agreements dated June 10, 1996, between Bolloré Technologies, S.A.

and North Atlantic Trading Company, Inc.

Atlantic Trading Company, Inc.

& Canada) (incorporated by reference to Exhibit 10.23 to the Registrant’s Registration Statement on Form S-1 (File No.

1 unchanged sentence

Amendment to the Amended and Restated Distribution and License Agreement dated September 1996, between Bolloré Technologies, S.A.

and North Atlantic Trading Company, Inc.

Atlantic Trading Company, Inc.

& Canada) (incorporated by reference to Exhibit 10.24 to the Registrant’s Registration Statement on Form S-1 (File No.

1 unchanged sentence

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

Atlantic Operating Company, Inc.

and North 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

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

and North Atlantic Operating Company, Inc.

Atlantic Operating Company, Inc.

& Canada) (incorporated by reference to Exhibit 10.31 to the Registrant’s Annual Report on Form 10-K for the fiscal year ended December 31, 1997).

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

Atlantic Operating Company, Inc.

and North Atlantic Operating

Company, Inc.

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

2 unchanged sentences

and North Atlantic Trading Company, Inc.

(incorporated by reference to Exhibit 10.25 to the Registrant’s Registration Statement on Form S-1 (File No.

(incorporated by

reference to Exhibit 10.25 to the Registrant’s Registration Statement on Form S-1 (File No.

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

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

Atlantic Operating Company, Inc.

and North Atlantic Operating

Company, Inc.

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

1 unchanged sentence

Amendment to the Amended and Restated Distribution and License Agreement dated April 20, 2006, between Bolloré S.A.

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).

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).

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

and North Atlantic Operating Company, Inc.

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

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.

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).

Trademark Consent Agreement dated July 31, 2003, among Bolloré Technologies, S.A., North Atlantic Trading Company, Inc.

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.

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.

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).

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).

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).

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) †

Employment Agreement by and between the Company and David Glazek, dated as of November 2, 2022.

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) †

Purdy, dated as of January 30, 2023.

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 10.1 to the Registrant’s Current Report on Form 8-K

filed on March 24, 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.

and certain of its subsidiaries, as guarantors, Barclays Bank PLC, as administrative agent, and the lenders party

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

17 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 March 11, 2022.

authorized, on March 15, 2023.

TURNING POINT BRANDS, INC.

/s/ Yavor Efremov

Yavor Efremov

/s/ Graham Purdy

Chief Executive Officer

5 unchanged sentences

Chief Accounting Officer

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/ Yavor Efremov

/s/ Graham Purdy

Director, Chief Executive Officer

March 15, 2023

Yavor Efremov

/s/ Luis Reformina

27 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.

What changed 10-K

Item 9A. Controls and Procedures