1 unchanged sentence
Disclosure Controls and Procedures
−Removed: 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
−Removed: of the Company’s disclosure controls and procedures as defined in Exchange Act Rules 13a-15(e) and 15d-15(e).
−Removed: Based on that evaluation, the CEO and CFO concluded that the Company’s disclosure controls and procedures were not effective as of
−Removed: December 31, 2022, solely due to the material weaknesses in internal control over financial reporting described below.
+Added: As of December 31, 2023, the Company’s management, with participation of the Company’s President and Chief Executive Officer (“CEO”) and Chief Financial Officer (“CFO”), evaluated the
+Added: effectiveness of the Company’s disclosure controls and procedures as defined in Exchange Act Rules 13a-15(e) and 15d-15(e).
+Added: Based on that evaluation, the CEO and CFO concluded that the Company’s disclosure controls and procedures were not
+Added: effective as of December 31, 2023, solely due to the material weaknesses in internal control over financial reporting described below.
Internal Control
−Removed: 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
−Removed: Report on Form 10-K for the year ended December 31, 2022.
+Added: 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
+Added: Annual Report on Form 10-K for the year ended December 31, 2023.
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.
−Removed: The statements
−Removed: have been prepared in accordance with U.S.
−Removed: 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.
−Removed: 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,
−Removed: 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
−Removed: accounting principles.
+Added: statements have been prepared in accordance with U.S.
+Added: generally accepted accounting principles, which requires management to make estimates and assumptions that affect the amounts reported in the consolidated financial statements and accompanying
+Added: 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
+Added: of 1934, as amended).
+Added: 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
+Added: accepted accounting principles.
All internal control systems, no matter how well designed, have inherent limitations.
−Removed: Therefore, even those systems determined to be effective can provide only reasonable assurance with respect to
−Removed: financial statement preparation and presentation.
+Added: Therefore, even those systems determined to be effective can provide only reasonable assurance with
+Added: respect to financial statement preparation and presentation.
Further, because of changes in conditions, the effectiveness of an internal control system may vary over time.
−Removed: 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
−Removed: 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”).
+Added: 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
+Added: December 31, 2023, 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.
−Removed: 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 ,
−Removed: solely due to the following material weaknesses:
−Removed: 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
−Removed: that support the Company’s financial reporting processes.
−Removed: 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.
−Removed: believe that these control deficiencies were a result of:
−Removed: 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
−Removed: 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
−Removed: internal control over financial reporting.
−Removed: The material weakness did not result in any identified misstatements to the financial statements, and there were no changes to previously released financial results.
−Removed: We did not appropriately design and operate controls associated with the risk assessment component of the internal control framework, specifically as it
−Removed: 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.
−Removed: business process controls (automated and manual) throughout financial reporting and the business transaction cycles.
+Added: 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, 2023, solely due to
+Added: the following material weakness:
+Added: We did not design and maintain effective internal controls related to our information technology general controls (“ITGCs”) in the areas of user access
+Added: and program change-management over certain information technology (“IT”) systems that support the Company’s financial reporting processes.
+Added: Our business process controls (automated and manual) that are dependent on the affected ITGCs were also
+Added: deemed ineffective because they could have been adversely impacted.
+Added: We believe that these control deficiencies were a result of:
+Added: IT control processes lacking sufficient documentation such that the successful operation of ITGCs was overly
+Added: dependent upon knowledge and actions of certain individuals with IT expertise and inherent system limitations.
+Added: The material weakness did not result in any identified misstatements to the financial statements, and there were no changes to
+Added: 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.
−Removed: 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
−Removed: 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.
−Removed: While our remediation plan may evolve and expand, management has been implementing and continues to implement measures designed to ensure that control deficiencies
−Removed: contributing to the material weaknesses are remediated, such that these controls are designed, implemented, and operating effectively.
+Added: 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
+Added: 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.
+Added: Remediation Plan
+Added: 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
+Added: weakness are remediated, such that these controls are designed, implemented, and operating effectively.
The remediation actions include:
−Removed: (i) implementation of a new ERP system in 2023 (ii) developing a training
−Removed: 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
−Removed: (iii) developing and maintaining documentation underlying ITGCs;
−Removed: (iv) developing enhanced risk assessment procedures and controls related to changes in IT systems;
−Removed: (v) implementing an IT management review and testing plan to monitor
−Removed: ITGCs with a specific focus on systems supporting our financial reporting processes;
−Removed: (vi) enhanced quarterly reporting on the remediation measures to the Audit Committee of the Board of Directors;
−Removed: and (vii) hiring additional competent and
−Removed: 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
−Removed: identifying all risks relating to internal control over financial reporting and the preparation of our financial statements;
−Removed: and (viii) providing sufficient training to our finance and accounting staff.
−Removed: We believe that these actions will remediate the material weaknesses.
−Removed: These weaknesses will not be considered remediated, however, until the applicable controls
−Removed: operate for a sufficient period of time and management has concluded, through testing, that these controls are operating effectively.
+Added: (i) implementation of a new ERP system in 2024;
+Added: (ii) developing and maintaining documentation underlying
+Added: (iii) implementing an IT management review and testing plan to monitor ITGCs with a specific focus on systems supporting our financial reporting processes;
+Added: and (iv) enhanced quarterly reporting on the remediation measures to the Audit
+Added: Committee of the Board of Directors.
+Added: We believe that these actions will remediate the material weakness.
+Added: The material weakness will not be considered remediated, however, until the applicable controls operate for a sufficient
+Added: period of time and management has concluded, through testing, that these controls are operating effectively.
Changes in Internal Controls over Financial Reporting
1 unchanged sentence
2023 that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.
−Removed: /s/ Graham Purdy
−Removed: /s/ Luis Reformina
−Removed: /s/ Brian Wigginton
−Removed: Luis Reformina
−Removed: Brian Wigginton
−Removed: President and Chief Executive Officer
−Removed: Chief Financial Officer
−Removed: Chief Accounting Officer
−Removed: March 15, 2023
−Removed: March 15, 2023
−Removed: March 15, 2023
+Added: Management has redesigned its control environment around risk assessment to remediate the material weakness identified in 2022.
+Added: The improvements included:
+Added: the hiring of two positions dedicated to SOX Compliance
+Added: and SEC Reporting;
+Added: a risk and control design review with third party consultants;
+Added: implementation of new and improved controls around fraud risk assessments, ERM reporting, and the internal control process;
+Added: and additional training provided around
+Added: risk and controls.
+Added: These remediation actions have strengthened the design and operating effectiveness of controls relating to the risk assessment process.
Other Information
+Added: Disclosure Regarding Foreign Jurisdictions that Prevent Inspections
Directors, Executive Officers and Corporate Governance
−Removed: 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
−Removed: ended December 31, 2022.
+Added: The information required for this Item is incorporated by reference from our Proxy Statement to be filed in connection with our 2024 Annual Meeting of Stockholders within 120 days after the end
+Added: of the fiscal year ended December 31, 2023.
Executive Compensation
−Removed: 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
−Removed: ended December 31, 2022.
+Added: The information required for this Item is incorporated by reference from our Proxy Statement to be filed in connection with our 2024 Annual Meeting of Stockholders within 120 days after the end
+Added: of the fiscal year ended December 31, 2023.
Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
−Removed: 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
−Removed: ended December 31, 2022.
+Added: The information required for this Item is incorporated by reference from our Proxy Statement to be filed in connection with our 2024 Annual Meeting of Stockholders within 120 days after the end
+Added: of the fiscal year ended December 31, 2023.
Certain Relationships and Related Transactions, and Director Independence
−Removed: 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
−Removed: ended December 31, 2022.
+Added: The information required for this Item is incorporated by reference from our Proxy Statement to be filed in connection with our 2024 Annual Meeting of Stockholders within 120 days after the end
+Added: of the fiscal year ended December 31, 2023.
Principal Accountant Fees and Services
−Removed: 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
−Removed: ended December 31, 2022.
+Added: The information required for this Item is incorporated by reference from our Proxy Statement to be filed in connection with our 2024 Annual Meeting of Stockholders within 120 days after the end
+Added: of the fiscal year ended December 31, 2023.
Exhibits and Financial Statement Schedules
5 unchanged sentences
Exhibits – See (b) below
−Removed: Index to Exhibits
+Added: Exhibits Index to Exhibits
Index to Exhibits
International Vapor Group Stock Purchase Agreement dated as of September 5, 2018, between Turning Point Brands, Inc.
−Removed: and International Vapor Group, LLC (incorporated by reference to Exhibit 2.1 to the
−Removed: Registrant’s Quarterly Report on Form 10-Q filed on November 7, 2018).
+Added: and International Vapor
+Added: Group, LLC (incorporated by reference to Exhibit 2.1 to the Registrant’s Quarterly Report on Form 10-Q filed on November 7, 2018).
Second Amended and Restated Certificate of Incorporation of Turning Point Brands, Inc.
8 unchanged sentences
Description of Securities.
−Removed: (incorporated by reference to Exhibit 4.2 to the Registrant’s Annual Report on Form
−Removed: 10-K filed on March 12, 2020).
+Added: (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.
−Removed: and GLAS Trust Company LLC (including the form of Note as Exhibit A thereto) (incorporated by reference to Exhibit
−Removed: 4.1 to the Registrant’s Current Report on Form 8-K filed on July 31, 2019).
+Added: and GLAS Trust Company LLC (including the form of Note as Exhibit A
+Added: 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.
−Removed: and GLAS Trust Company LLC, (including the form of Note as Exhibit A thereto) (incorporated by reference to
−Removed: Exhibit 4.1 to the Registrant’s Quarterly Report on Form 10-Q filed on May 5, 2021).
+Added: and GLAS Trust Company LLC, (including the form of Note as
+Added: 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.
1 unchanged sentence
Turning Point Brands, Inc.
−Removed: 2015 Equity Incentive Plan (the “2015 Plan”) (incorporated by reference to Exhibit 10.1 to the Registrant’s Registration
−Removed: Statement on Form S-1/A (File No.
+Added: 2015 Equity Incentive Plan (the “2015 Plan”) (incorporated by reference to Exhibit 10.1 to the Registrant’s
+Added: Registration Statement on Form S-1/A (File No.
333-207816) filed on November 5, 2015).
−Removed: 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
−Removed: filed on March 13, 2017).
+Added: 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
+Added: 10-K filed on March 13, 2017).
Form of Performance-Based Restricted Stock Unit Award Agreement under the Turning Point Brands, Inc.
−Removed: 2015 Equity Incentive Plan (incorporated by reference to Exhibit 10.3 to the Registrant’s Quarterly
−Removed: Report on Form 10-Q filed on May 11, 2017).
+Added: 2015 Equity Incentive Plan (incorporated
+Added: 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.
−Removed: (incorporated by reference to Exhibit 10.3 to the Registrant’s Registration Statement on
−Removed: Form S-1/A (File No.
+Added: (incorporated by reference to Exhibit 10.3 to the Registrant’s Registration
+Added: Statement on Form S-1/A (File No.
333-207816) filed on November 5, 2015).
15 unchanged sentences
Registrant’s Annual Report on Form 10-K filed on March 13, 2017).
−Removed: 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
+Added: Form of Award Agreement under the 2006 Plan (incorporated by reference to Exhibit 10.4 to the Registrant’s Registration Statement on Form
+Added: S-1/A (File No.
333-207816) filed on November 5, 2015).
−Removed: 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
−Removed: February 7, 2017).
+Added: 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
+Added: filed on February 7, 2017).
Form of Indemnification Agreement between Turning Point Brands, Inc.
2 unchanged sentences
333-207816) filed on November 24, 2015).
−Removed: Form of Indemnification Agreement between Turning Point Brands, Inc.
−Removed: and Standard General Master Fund, L.P.
−Removed: (incorporated by reference to Exhibit
−Removed: 10.2 to the Registrant’s Registration Statement on Form S-1/A (File No.
−Removed: 333-207816) filed on November 24, 2015).
Contract Manufacturing, Packaging and Distribution Agreement dated as of September 4, 2008, between National Tobacco Company, L.P.
−Removed: Match North America, Inc.
+Added: Swedish Match North America, Inc.
(incorporated by reference to Exhibit 10.17 to the Registrant’s Registration Statement on Form S-1/A (File No.
15 unchanged sentences
Amendment to the Amended and Restated Distribution and License Agreement dated March 31, 1993 between Bolloré Technologies, S.A.
−Removed: and North Atlantic
−Removed: Trading Company, Inc.
+Added: Atlantic Trading Company, Inc.
& Canada) (incorporated by reference to Exhibit 10.22 to the Registrant’s Registration Statement on Form S-1 (File No.
9 unchanged sentences
Restated Amendment to the Amended and Restated Distribution and License Agreement between Bolloré Technologies, S.A.
−Removed: and North Atlantic Operating
−Removed: Company, Inc.
+Added: and North Atlantic
+Added: Operating Company, Inc.
dated June 25, 1997 (U.S.
1 unchanged sentence
2 to the Registrant’s Registration Statement (Reg.
−Removed: 333-31931) on Form S-4/A filed with the Commission on September
+Added: 333-31931) on Form S-4/A filed with the Commission on
+Added: 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.
−Removed: and North Atlantic Operating
−Removed: Company, Inc.
+Added: and North Atlantic
+Added: 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.
−Removed: (incorporated by
−Removed: reference to Exhibit 10.25 to the Registrant’s Registration Statement on Form S-1 (File No.
+Added: (incorporated
+Added: 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.
−Removed: and North Atlantic Operating
−Removed: Company, Inc.
+Added: and North Atlantic
+Added: 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.
−Removed: and North Atlantic Operating
−Removed: Company, Inc.
+Added: and North Atlantic
+Added: 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.
−Removed: and North Atlantic Operating
−Removed: Company, Inc.
+Added: and North Atlantic
+Added: Operating Company, Inc.
& Canada) (incorporated by reference to Exhibit 10.35 to the Registrant’s Registration Statement on Form S-1 (File No.
34 unchanged sentences
333-207816) filed on November 24, 2015).
−Removed: Credit Agreement, dated as of February 11, 2021, by and among Turning Point Brands, Inc., as obligor, Barclays Bank PLC, as administrative agent,
−Removed: 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).
2 unchanged sentences
Purdy, dated as of January 30, 2023.
−Removed: Employment Agreement by and between the Company and Luis Reformina, dated as of March 23, 2021.
−Removed: (incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K
−Removed: filed on March 24, 2021) †
−Removed: 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
−Removed: 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).
−Removed: 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
−Removed: party thereto.
−Removed: (incorporated by reference to Exhibit 10.3 to the Registrant’s Quarterly Report on Form 10-Q filed on May 5, 2021).
−Removed: Guaranty Agreement, dated as of February 11, 2021, by and among Turning Point Brands, Inc.
−Removed: and certain of its subsidiaries, as guarantors, Barclays Bank PLC, as administrative agent, and the lenders party
−Removed: (incorporated by reference to Exhibit 10.4 to the Registrant’s Quarterly Report on Form 10-Q filed on May 5, 2021).
−Removed: 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
−Removed: collateral agent (incorporated by reference to Exhibit 10.5 to the Registrant’s Quarterly Report on Form 10-Q filed on May 5, 2021).
+Added: Employment Agreement by and between the Company and Luis Reformina, dated as of March 23, 2021 (incorporated by reference to Exhibit 10.1 to
+Added: the Registrant’s Current Report on Form 8-K filed on March 24, 2021) †
+Added: ABL Credit Agreement dated as of November 7, 2023, between TPB Specialty Finance LLC, as the borrower, the lenders and L/C issuers party thereto, Barclays Bank PLC, as administrative
+Added: agent and collateral agent, and First-Citizens Bank & Trust Company, as additional collateral agent and Barclays Bank PLC and First-Citizens Bank & Trust Company as joint lead arrangers and joint bookrunners.
+Added: Pledge and Security Agreement dated as of November 7, 2023 by and among TPB Specialty Finance LLC, as the grantor, and Barclays Bank PLC, in its capacity as
+Added: collateral agent for the Lenders and L/C Issuers, Barclays Bank PLC, as administrative agent and collateral agent, and First-Citizens Bank & Trust Company.
Subsidiaries of Turning Point Brands, Inc.*
5 unchanged sentences
Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.*
+Added: Clawback policy of Turning Point Brands, Inc.
XBRL (eXtensible Business Reporting Language).
−Removed: The following materials from Turning Point Brands, Inc.’s Annual Report on Form 10-K for the years ended December 31, 2022, 2021, and 2020, formatted in
−Removed: (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
−Removed: statements of cash flows, and (vi) notes to the consolidated financial statements.*
+Added: The following materials from Turning Point Brands, Inc.’s Annual Report on Form 10-K for the years ended December 31, 2023, 2022, and
+Added: 2021, formatted in Inline XBRL:
+Added: (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)
+Added: consolidated 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.
−Removed: 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
−Removed: authorized, on March 15, 2023.
+Added: 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
+Added: thereunto duly authorized, on February 28, 2024.
TURNING POINT BRANDS, INC.
7 unchanged sentences
Chief Accounting Officer
−Removed: 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
+Added: 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
+Added: on the dates indicated.
/s/ Graham Purdy
Director, Chief Executive Officer
−Removed: March 15, 2023
+Added: February 28, 2024
/s/ Luis Reformina
Chief Financial Officer
−Removed: March 15, 2023
+Added: February 28, 2024
Luis Reformina
1 unchanged sentence
Chief Accounting Officer
−Removed: March 15, 2023
+Added: February 28, 2024
Brian Wigginton
/s/ David Glazek
−Removed: Chairman of the Board of Directors
−Removed: March 15, 2023
+Added: Executive Chair of the Board
+Added: February 28, 2024
/s/ Gregory H.
−Removed: March 15, 2023
−Removed: March 15, 2023
−Removed: /s/ Assia Grazioli-Venier
−Removed: March 15, 2023
−Removed: Assia Grazioli-Venier
+Added: February 28, 2024
+Added: February 28, 2024
+Added: /s/ Rohith Reddy
+Added: February 28, 2024
/s/ Arnold Zimmerman
−Removed: March 15, 2023
+Added: February 28, 2024
Arnold Zimmerman
/s/ Ashley Davis Frushone
−Removed: March 15, 2023
+Added: February 28, 2024
Ashley Davis Frushone
/s/ Stephen Usher
−Removed: March 15, 2023
+Added: February 28, 2024
Stephen Usher
/s/ Lawrence S.
−Removed: March 15, 2023
+Added: February 28, 2024
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.