Cadre Holdings, Inc. Form 8-K Summary
Business Context and Reporting Period
This Current Report on Form 8-K was filed by Cadre Holdings, Inc. (CDRE) on June 8, 2023, reporting events occurring on June 5, 2023. The Company is an emerging growth company incorporated in Delaware, with principal executive offices in Jacksonville, Florida.
Key Financial Metrics
This filing does not report operational financial metrics such as revenue, profit, cash flow, margins, debt, or liquidity. The document focuses exclusively on a capital market transaction.
Material Changes and Transactions
On June 5, 2023, the Company entered into an underwriting agreement for a secondary offering of its common stock. Key details include:
- Shares Sold: 1,725,000 shares of Common Stock (including the full exercise of an option to purchase an additional 225,000 shares).
- Selling Stockholder: Kanders SAF, LLC, a limited liability company wholly-owned by Warren B. Kanders, the Company's Chairman and CEO.
- Offering Price: $19.00 per share to the public.
- Proceeds: The Company will not receive any proceeds from this sale; all proceeds go to the Selling Stockholder.
- Underwriters: BofA Securities, Inc. acted as the representative for the several underwriters.
Guidance, Risks, and Contingencies
The filing does not provide updated financial guidance or management commentary on future operations. The primary contingency noted is the Company's agreement to indemnify the Underwriters against certain liabilities under the Securities Act of 1933 and to reimburse specific expenses related to the Offering.
Key Facts for Investor Verification
- Verify the dilution impact of the 1,725,000 shares sold by the Chairman/CEO on existing shareholders.
- Confirm that the Company received zero proceeds from this transaction, meaning it does not impact the Company's immediate cash position.
- Review the full Underwriting Agreement (Exhibit 1.1) for specific indemnification obligations and termination provisions.
- Check subsequent filings for any changes in the Selling Stockholder's ownership percentage post-offering.