BOOM DMC Global Inc

 

 

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): May 30, 2025

 

DMC Global Inc.

(Exact Name of Registrant as Specified in its Charter)

 

Delaware		001-14775		84-0608431
(State or Other Jurisdiction of Incorporation)		(Commission File Number)		(I.R.S. Employer Identification No.)

 

11800 Ridge Parkway, Suite 300, Broomfield, Colorado 80021

(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:

 

¨

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		Name of exchange on which registered
Common Stock, $0.05 Par Value		BOOM		The Nasdaq Global Select Market
Stock Purchase Rights		true		The Nasdaq Global Select 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 1.01

Entry into a Material Definitive Agreement.

 

On May 30, 2025, DMC Global Inc. (the “Company”) entered into Amendment No. 1 to Stockholder Protection Rights Agreement (the “Amendment”), which amends that certain Stockholder Protection Rights Agreement, dated as of June 5, 2024, by and between the Company and Computershare Trust Company, N.A., as Rights Agent (the “Original Rights Agreement” and, as amended by the Amendment, the “Amended Rights Agreement”). Capitalized terms not defined herein have the meanings specified in the Amended Rights Agreement.

 

Pursuant to the Amendment, the Expiration Time of the Rights has been extended for one year from June 4, 2025 to June 4, 2026 (unless the Rights are earlier redeemed, exchanged or terminated in accordance with the terms and conditions of the Amended Rights Agreement). Except for the extension of the Expiration Time, the Original Rights Agreement remains unaltered and in full force and effect.

 

The Rights, as amended, are in all respects subject to and governed by the provisions of the Amended Rights Agreement. The foregoing description of the Original Rights Agreement and the Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the Original Rights Agreement, which is attached hereto as Exhibit 4.1, and to the Amendment, which is attached hereto as Exhibit 4.2, both of which are incorporated herein by reference.

 

Item 3.03.

Material Modifications to Rights of Security Holders.

 

The information set forth under Item 1.01 is incorporated into this Item 3.03 by reference.

 

Item 9.01

Financial Statements and Exhibits.

 

(d)         Exhibits.

 

Exhibit Number	Description
4.1	Stockholder Protection Rights Agreement, dated as of June 5, 2024, between DMC Global Inc. and Computershare Trust Company, N.A., as Rights Agent (incorporated by reference to Exhibit 4.1 to Current Report on Form 8-K filed on June 6, 2024).
4.2	Amendment No. 1 to Stockholder Protection Rights Agreement, dated as of May 30, 2025, between DMC Global Inc. and Computershare Trust Company, N.A., as Rights Agent.
104	Cover Page Interactive Data File (embedded within the Inline XBRL document).

 

 

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.

 

	DMC Global Inc.
Dated:      June 3, 2025	By:	/s/ Eric V. Walter
		Name:	Eric V. Walter
		Title:	Chief Financial Officer

 

 

 

Exhibit 4.2

 

AMENDMENT NO. 1 TO STOCKHOLDER PROTECTION RIGHTS AGREEMENT

 

This Amendment No. 1 to Stockholder Protection Rights Agreement, dated as of May 30, 2025 (this “Amendment”), amends that certain Stockholder Protection Rights Agreement, dated as of June 5, 2024 (the “Agreement”), by and between DMC Global Inc., a Delaware corporation (the “Company”), and Computershare Trust Company, N.A., a federally chartered trust company, as Rights Agent (the “Rights Agent”). Capitalized terms used herein and not otherwise defined herein shall have the meanings ascribed to such terms in the Agreement.

 

WITNESSETH

 

WHEREAS, the Company and the Rights Agent have executed and entered into the Agreement;

 

WHEREAS, Section 5.4 of the Agreement provides, among other things, that the Company and the Rights Agent may from time to time supplement or amend the Agreement without the approval of any holders of the Rights prior to the Flip-in Date, in any respect; and

 

WHEREAS, the Board of Directors of the Company has deemed it advisable and in the best interests of the Company and its stockholders to amend the Agreement as set forth herein, and the Company and the Rights Agent desire to evidence such amendment in writing.

 

NOW, THEREFORE, in consideration of the premises and the mutual agreements set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Company and the Rights Agent hereby agree as follows:

 

1.            Amendment. The definition of “Expiration Time” set forth in Section 1.1 of the Agreement is hereby amended and restated in its entirety as follows:

 

“Expiration Time” shall mean the earliest of (i) the Exchange Time, (ii) the Redemption Time, (iii) the Close of Business on June 4, 2026, and (iv) immediately prior to the effective time of a consolidation, merger or statutory share exchange that does not constitute a Flip-over Transaction or Event, in which the Common Stock is converted into, or into the right to receive, another security, cash or other consideration.

 

2.            Governing Law. This Amendment shall be deemed to be a contract made under the laws of the State of Delaware and for all purposes shall be governed by and construed in accordance with the laws of the State of Delaware.

 

3.            Effect of Amendment. Except as amended in Section 1 hereof, the Agreement and all terms and conditions thereof shall remain unaltered and in full force and effect and are hereby ratified and confirmed in all respects, as hereinabove amended. Any reference in the Agreement, or in any instrument, document or consideration executed or delivered pursuant to the Agreement, to “this Agreement”, “hereof”, “hereto”, and “hereunder” and similar references thereto shall be deemed and construed to be a reference to the Agreement, as amended by this Amendment.

 

 

4.            Severability. If any term or provision hereof or the application thereof to any circumstance shall, in any jurisdiction and to any extent, be invalid or unenforceable, such term or provision shall be ineffective as to such jurisdiction to the extent of such invalidity or unenforceability without invalidating or rendering unenforceable the remaining terms and provisions hereof or the application of such term or provision to circumstances other than those as to which it is held invalid or unenforceable; provided, however, that if such excluded term or provision shall affect the rights, immunities, liabilities, duties or obligations of the Rights Agent, the Rights Agent shall be entitled to resign immediately upon written notice to the Company.

 

5.            Counterparts. This Amendment may be executed and delivered in any number of counterparts (including by facsimile, PDF or other electronic means) and each of such counterparts shall for all purposes be deemed to be an original, and all such counterparts shall together constitute but one and the same instrument. A signature to this Amendment executed and/or transmitted electronically shall have the same authority, effect, and enforceability as an original signature.

 

6.            Descriptive Headings. Descriptive headings appear herein for convenience only and shall not control or affect the meaning or construction of any of the provisions hereof.

 

7.            Certification. The undersigned officer of the Company, being duly authorized on behalf of the Company, hereby certifies in his capacity as an officer on behalf of the Company to the Rights Agent that this Amendment is in compliance with the terms of Section 5.4 of the Agreement, and such certification shall be deemed a certificate which complies with Section 5.4 of the Agreement.

 

[Signature Page Follows]

 

 

IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed as of the date first above written.

 

DMC GLOBAL INC.

 

	By:	/s/ James O’Leary
	Name:	James O’Leary
	Title:	Interim President and Chief Executive Officer

 

COMPUTERSHARE TRUST COMPANY, N.A.

 

	By:	/s/ Patrick Hayes
	Name:	Patrick Hayes
	Title:	Manager, Client Management

 

[Signature Page to Amendment No. 1 to Stockholder Protection Rights Agreement]

 

 

v3.25.1

Cover	May 30, 2025
Document Type	8-K
Amendment Flag	false
Document Period End Date	May 30, 2025
Entity File Number	001-14775
Entity Registrant Name	DMC Global Inc.
Entity Central Index Key	0000034067
Entity Tax Identification Number	84-0608431
Entity Incorporation, State or Country Code	DE
Entity Address, Address Line One	11800 Ridge Parkway
Entity Address, Address Line Two	Suite 300
Entity Address, City or Town	Broomfield
Entity Address, State or Province	CO
Entity Address, Postal Zip Code	80021
City Area Code	303
Local Phone Number	665-5700
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity Emerging Growth Company	false
Common Stock [Member]
Title of 12(b) Security	Common Stock, $0.05 Par Value
Trading Symbol	BOOM
Security Exchange Name	NASDAQ
Stock Purchase Rights
Title of 12(b) Security	Stock Purchase Rights
No Trading Symbol Flag	true
Security Exchange Name	NASDAQ

---