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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
September 5, 2025
CompoSecure, Inc.
(Exact
Name of Registrant as Specified in its Charter)
| Delaware |
|
001-39687 |
|
85-2749902 |
(State or Other Jurisdiction
of Incorporation) |
|
(Commission
File Number) |
|
(IRS Employer
Identification No.) |
|
309 Pierce Street
Somerset, New Jersey |
|
08873 |
| (Address of Principal Executive Offices) |
|
(Zip Code) |
(908) 518-0500
(Registrant’s telephone number, including area code)
Not Applicable
(Former
name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended
to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section
12(b) of the Act:
| Title of each class |
|
Trading
Symbol(s) |
|
Name of each exchange on
which registered |
| Class A Common stock, par value $0.0001 per share |
|
CMPO |
|
Nasdaq Global Market |
| Redeemable warrants, each whole warrant exercisable for one share of Class A
Common Stock |
|
CMPOW |
|
Nasdaq Global Market |
Indicate by check mark whether the registrant
is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the
Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).
Emerging growth company ☒
If an emerging growth company, indicate by check
mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial
accounting standards provided pursuant to Section 13(a) of the Exchange Act.
| Item 3.01 | Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing. |
On September 5, 2025, CompoSecure, Inc. (the
“Company” or “CompoSecure”), acting pursuant to authorization from its Board of Directors, notified the
Nasdaq Stock Market, LLC (“Nasdaq”) of its determination to voluntarily withdraw the principal listing of the
Company’s Class A Common Stock, par value $0.0001 per share (the “Common Stock”), from Nasdaq and transfer the
listing to the New York Stock Exchange (the “NYSE”). The Company expects that the listing and trading of the Common
Stock on Nasdaq will cease at the close of trading on September 22, 2025, and that the listing and trading of the Common Stock on
the NYSE will commence at market open on September 23, 2025.
The Common Stock has been approved for listing on the NYSE, where
it will continue to trade under the stock symbol “CMPO.”
The listing of the Company’s redeemable warrants to purchase
shares of Common Stock (the “Warrants”) will not be transferred to NYSE, and are expected to continue their listing on Nasdaq.
| Item 7.01 | Regulation FD Disclosure. |
On September 8, 2025, the Company issued a press
release announcing the anticipated transfer of the principal listing of the Common Stock to the NYSE. A copy of the press release is
furnished herewith as Exhibit 99.1 and incorporated herein by reference to this Item 7.01.
The information contained in Item 7.01, including Exhibit 99.1, shall
not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”),
or otherwise subject to the liabilities of that Section, and shall not be deemed to be incorporated by reference into any filing of the
Company under the Exchange Act or the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference
in such filing.
Cautionary Note Regarding Forward-Looking Statements
This Current Report on Form 8-K may contain “forward-looking
statements” made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995, including those
related to the anticipated transfer of the primary listing of the Common Stock to the NYSE and the continued trading of the Warrants on Nasdaq. Forward-looking statements should not be read as a guarantee of future performance or results, and will not necessarily be accurate
indications of the times at, or by which, such performance or results will be achieved. The Company assumes no obligation to update forward-looking
statements to reflect actual results, changes in assumptions or changes in other factors affecting forward-looking information, and if
the Company does update one or more forward-looking statements, no inference should be drawn that it will make additional updates with
respect thereto or with respect to other forward-looking statements. Forward-looking statements are based on information available at
the time and/or management’s good faith belief with respect to future events, and are subject to risks and uncertainties, some or
all of which are not predictable or within the Company’s control, that could cause actual performance or results to differ materially
from those expressed in the statements. Those risks and uncertainties include, without limitation, risks relating to the anticipated transfer
of the primary listing of the Common Stock to the NYSE and the continued trading of the Warrants on Nasdaq. For a discussion of additional
risks and uncertainties which could cause actual results to differ from those contained in forward-looking statements, see the Company’s
Securities and Exchange Commission (the “SEC”) filings, including but not limited to the Company’s Annual Report on
Form 10-K, Quarterly Reports on Form 10-Q and Current Reports on Form 8-K filed with the SEC.
| Item 9.01 | Financial Statements and Exhibits |
(d) Exhibits
Exhibit
No. |
|
Description |
| 99.1 |
|
Press release, dated September 8, 2025, issued by CompoSecure, Inc. |
| 104 |
|
The cover page from this Current Report on Form 8-K, formatted in Inline XBRL. |
SIGNATURE
Pursuant to the requirements of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, hereunto duly authorized.
Date: September 8, 2025
| |
COMPOSECURE, INC.
|
|
| |
|
|
|
| |
|
|
|
|
By: |
/s/
Steven J. Feder |
|
| |
Name: |
Steven J. Feder |
|
| |
Title: |
General Counsel & Corporate Secretary |
|
