DMC Global Inc 8-K, filed Jan 27, 2025
DMC Global Inc. (BOOM)
8-K
2025-01-27
For: 2025-01-27
View Original
Added on
April 10, 2026
About this 8-K
DMC Global Inc filed this 8-K on January 27, 2025.
Items reported
- Item 8.01: Other events
- Item 9.01: Financial statements and exhibits
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): January 27, 2025
(Exact Name of Registrant as Specified in its Charter)
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| (State or Other Jurisdiction of Incorporation) | (Commission File Number) | (I.R.S. Employer Identification No.) | ||||||||||||||||||||||||||||||||||||||||||
(Address of Principal Executive Offices, Including Zip Code)
(303 ) 665-5700
(Registrant’s Telephone Number, Including Area Code)
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:
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol | Name of exchange on which registered | ||||||||||||||||||||||||||||||||||||||||||
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 o
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. o
Item 8.01 Other Events
On January 27, 2025, DMC Global Inc. (the “Company”) issued a press release responding to a letter sent to the Company’s Board of Directors by Steel Connect, Inc. on January 27, 2025. The press release is attached hereto as Exhibit 99.1.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits.
| Exhibit Number | Description | |||||||||||||||||||
| 99.1 | ||||||||||||||||||||
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). | |||||||||||||||||||
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.
DMC GLOBAL INC. | ||||||||||||||||||||||||||
| Dated: | January 27, 2025 | By: | /s/ Michelle Shepston | |||||||||||||||||||||||
| Name: Michelle Shepston | ||||||||||||||||||||||||||
| Title: Executive Vice President and Chief Legal Officer | ||||||||||||||||||||||||||
FOR IMMEDIATE RELEASE:
DMC GLOBAL RESPONDS TO STEEL CONNECT
BROOMFIELD, Colo. – January 27, 2025 – DMC Global Inc. (Nasdaq: BOOM) (“DMC” or the “Company”) today responded to Steel Connect, Inc.’s (“Steel Connect”) letter to DMC stockholders.
DMC’s board of directors (the “Board”), consistent with its fiduciary duties, regularly engages with third parties, including Steel Connect, that express interest in DMC and its businesses.
Steel Connect has been afforded access to essentially the same information on substantially the same basis as other third parties that have engaged with the Company. After commencing discussions regarding a non-disclosure agreement in August 2024, and upon signing an agreement in October 2024, the Company immediately began providing information to Steel Connect. DMC and its advisors have continued to work diligently and in good faith with Steel Connect to enable it to finally advance and timely submit an actionable proposal to acquire the Company, including providing evidence of its ability to fund.
DMC stockholders can rest assured that the Board is committed to evaluating the Company’s alternatives, including the execution of its standalone plan, and pursuing the path that it believes to be in the best interests of all stockholders.
Advisors
BofA Securities is acting as financial advisor to DMC. Womble Bond Dickinson (US) LLP and Richards, Layton & Finger, P.A. are acting as DMC’s legal advisors, Sodali & Co is acting as its strategic stockholder advisor, and Gagnier Communications LLC is its strategic communications advisor.
About DMC Global
DMC Global is an owner and operator of innovative, asset-light manufacturing businesses that provide unique, highly engineered products and differentiated solutions. DMC’s businesses have established leadership positions in their respective markets and consist of: Arcadia, a leading supplier of architectural building products; DynaEnergetics, which serves the global energy industry; and NobelClad, which addresses the global industrial infrastructure and transportation sectors. Based in Broomfield, Colorado, DMC trades on Nasdaq under the symbol “BOOM.” For more information, visit: HTTP://WWW.DMCGLOBAL.COM.
Safe Harbor Language
This news release contains certain forward-looking statements regarding the Company. All of these statements are based on management’s expectations as well as estimates and assumptions prepared by management that, although they believe to be reasonable, are inherently uncertain. These statements involve risks and uncertainties, including, but not limited to, economic, competitive, governmental and other factors outside of the Company’s control that may cause its business, industry, strategy, financing activities or actual results to differ materially. More information on potential factors that could affect the Company and its financial results is available in the “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” sections within the Company’s Annual Report on Form 10-K for the year ended December 31, 2023, and in other documents that the Company has filed with, or furnished to, the U.S. Securities and Exchange Commission. The Company does not undertake any obligation to release public revisions to any forward-looking statement, including, without limitation, to reflect events or circumstances after the date of this news release, or to reflect the occurrence of unanticipated events, except as may be required under applicable securities laws.
CONTACT:
Investors:
Geoff High
Vice President of Investor Relations
303-604-3924
Media:
Riyaz Lalani or Dan Gagnier
Gagnier Communications
416-305-1459
DMCGLOBAL@GAGNIERFC.COM