8-K
Crimson Wine Group, Ltd (CWGL)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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): November 14, 2022
CRIMSON WINE GROUP, LTD.
(Exact Name of Registrant as Specified in Charter)
| Delaware | 000-54866 | 13-3607383 | ||||
|---|---|---|---|---|---|---|
| (State or Other Jurisdiction <br>of Incorporation) | (Commission File <br>Number) | (IRS Employer <br>Identification No.) | ||||
| 5901 Silverado Trail, Napa, California | 94558 | |||||
| (Address of Principal Executive Offices) | (Zip Code) | |||||
| (800) 486-0503 | ||||||
| (Registrant’s telephone number, including area code) | ||||||
| N/A | ||||||
| (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:<br><br><br><br>☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)<br><br><br><br>☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)<br><br><br><br>☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))<br><br><br><br>☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))<br><br>Securities registered pursuant to Section 12(b) of the Act: None.<br><br><br><br>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).<br><br>Emerging growth company ☐<br><br>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 8.01 Other Events.
On November 16, 2022, Crimson Wine Group, Ltd. (the “Company”) completed the repurchase of an aggregate of 800,000 shares of its common stock, $0.01 par value per share (“Common Stock”), from MFP Investors LLC (the “Selling Stockholder”) at a purchase price of $6.25 per share for an aggregate purchase price of approximately $5.0 million including broker commission. The Company’s repurchase was funded through cash on hand, and the shares were retired.
Additionally, on November 14, 2022, John D. Cumming and Joseph S. Steinberg, members of the Company’s board of directors, each purchased 171,300 shares of Common Stock from the Selling Stockholder at a purchase price of $6.25 per share for an aggregate purchase price of approximately $1.1 million each.
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.
Dated: November 16, 2022
CRIMSON WINE GROUP, LTD.
By: /s/ Jennifer L. Locke
Name: Jennifer L. Locke
Title: Chief Executive Officer