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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): June 5, 2026
GPGI, Inc.
(Exact Name of Registrant
as Specified in its Charter)
| Nevada |
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 |
|
GPGI |
|
New
York Stock Exchange |
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 3.03 | Material Modification to Rights of Security Holders. |
On June 5, 2026, GPGI, Inc.
(the “Company”) filed (i) a certificate of conversion with the Secretary of State of the State of Delaware and (ii) articles
of conversion and articles of incorporation with the Secretary of State of the State of Nevada, pursuant to which
the reincorporation of the Company from the State of Delaware to the State of Nevada by conversion (the “Reincorporation”)
became effective on June 5, 2026, at 3:00 p.m. Eastern Time (the “Effective Time”). At the Effective Time:
| · | the Company’s state of incorporation and governing law changed from the State of Delaware to the
State of Nevada; and |
| · | the affairs of the Company ceased to be governed by the laws of the State of Delaware, the Company’s
existing Third Amended and Restated Certificate of Incorporation, as amended, and the Company’s Amended and Restated Bylaws, and
instead became governed by the laws of the State of Nevada, the articles of incorporation filed with the Nevada Secretary of State (the
“Nevada Charter”) and the bylaws approved by the Company’s board of directors (the “Nevada Bylaws”). |
The Reincorporation did not
result in any change in the headquarters, business, jobs, management, properties, location of any of the Company’s offices or facilities,
number of employees, obligations, assets, liabilities or net worth (other than as a result of the costs related to the Reincorporation).
The Reincorporation did not adversely affect any of the Company’s material contracts with any third parties, and the Company’s
rights and obligations under those material contractual arrangements continue to be the rights and obligations of the Company after the
Reincorporation.
At the Effective Time, each
outstanding share of Class A common stock, par value $0.0001 per share, of the Delaware corporation (the “Delaware Corporation Common
Stock”) automatically converted into one outstanding share of common stock, par value $0.0001 per share, of the Nevada corporation
(the “Nevada Corporation Common Stock”). Stockholders of the Company do not have to exchange their existing book-entry shares
for new book-entry shares. At the Effective Time, each outstanding grant or award of equity awards covering the right to purchase shares
and other rights to acquire shares of Delaware Corporation Common Stock as provided for in the applicable equity plan of the Company continued
in existence and automatically became an award representing the right to acquire an equal number of shares of Nevada Corporation Common
Stock under the same terms and conditions. The shares of the Nevada Corporation Common Stock continue to be traded on the New York Stock
Exchange under the symbol “GPGI”.
Certain rights of the
Company’s stockholders were changed as a result of the Reincorporation. A more detailed description of the articles of conversion and the plan of conversion (the “Plan of Conversion”), the Nevada
Charter, the Nevada Bylaws and the effects of the Reincorporation is set forth in the section entitled “Proposal: The Nevada Reincorporation
Proposal” in the Proxy Statement filed by the Company with the Securities and Exchange Commission (the “SEC”) on April
20, 2026, as supplemented, which is incorporated by reference herein. Copies of the Plan of Conversion, the Nevada Charter and the Nevada
Bylaws are filed as Exhibits 2.1, 3.1 and 3.2, respectively, to this Current Report on Form 8-K and are incorporated herein by
reference.
| Item 5.03 | Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. |
The information set forth
under Item 3.03 is incorporated by reference into this Item 5.03.
A legal opinion of Brownstein Hyatt Farber Schreck,
LLP is filed as Exhibit 5.1 to this Current Report on Form 8-K and is incorporated by reference into the Company’s Registration
Statements on Form S-8 (File Nos. 333-263617, 333-273982, 333-281483 and 333-288316) previously filed with the SEC.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits.
Exhibit
No. |
|
Description |
| 2.1 |
|
Plan of Conversion |
| 3.1 |
|
Articles of Incorporation of GPGI, Inc. |
| 3.2 |
|
Bylaws of GPGI, Inc. |
| 5.1 |
|
Opinion of Brownstein Hyatt Farber Schreck, LLP |
| 23.1 |
|
Consent of Brownstein Hyatt Farber Schreck, LLP (included in Exhibit 5.1) |
| 104 |
|
The cover page from this Current Report on Form 8-K, formatted in Inline XBRL. |
SIGNATURES
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.
| |
GPGI, Inc. |
| |
|
|
| Date: June 5, 2026 |
By: |
/s/ David A.P. Marshall |
| |
Name: |
David A.P. Marshall |
| |
Title: |
Chief Legal Counsel and Corporate Secretary |
