Current Report Filing (8-k)
April 05 2022 - 7:14AM
Edgar (US Regulatory)
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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): April 1, 2022
(Exact name of registrant as specified in its charter)
Delaware
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001-39213
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83-4330138
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(State or other jurisdiction of incorporation)
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(Commission File Number)
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(IRS Employer Identification No.)
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6275 Lanier Islands Parkway
Buford,
Georgia
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30518
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(Address of principal executive offices)
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(Zip Code) |
Registrant’s Telephone Number, including Area Code: (678) 541-6300
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:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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☐
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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☐
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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☐
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities registered pursuant to Section 12(b) of the Securities Exchange Act of 1934:
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Name of each exchange on which registered
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Class A common stock, par value $0.01 per share
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ONEW
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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 3.02 |
Unregistered Sales of Equity Securities.
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On April 1, 2022, OneWater Marine Inc. (the
“Company”) completed its previously announced acquisition of Denison Yachting (“Denison”) for a combination of cash and shares of Class A common stock, par value $0.01, of the Company (“Class A common stock”). The stock portion of the
consideration consisted of 253,840 shares of Class A common stock, with a value of approximately $9,684,000.
Shares of the Company’s Class A common stock that were issued pursuant to the acquisition were issued in reliance upon Section
4(a)(2) of the Securities Act of 1933, as amended, as sales by an issuer not involving any public offering.
Item 7.01 |
Regulation FD Disclosure.
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On April 5, 2022, the Company issued a press release announcing that it has completed its previously announced acquisition of Denison. A copy of the
press release is furnished as Exhibit 99.1 to this report and is incorporated into this Item 7.01 by reference.
The information furnished pursuant to this Item 7.01, including Exhibit 99.1 attached hereto, shall not be deemed to be “filed” for the purposes of
Section 18 of the Securities Exchange Act of 1934, as amended, and will not be incorporated by reference into any filing under the Securities Act unless specifically identified therein as being incorporated therein by reference.
Item 9.01 |
Financial Statements and Exhibits.
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Press Release issued by OneWater Marine Inc., dated April 5, 2022.
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Cover Page Interactive Data File (embedded within the Inline XBRL document).
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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.
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ONEWATER MARINE INC.
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By:
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/s/ Jack Ezzell
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Name: Jack Ezzell
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Title: Chief Financial Officer
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Dated: April 5, 2022
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