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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
October 1, 2021
Date of Report (date of earliest event reported)
XPEL, INC.
(Exact name of registrant as specified in its charter)
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| Nevada | 001-38858 | 20-1117381 |
| (State or other jurisdiction of incorporation or organization) | (Commission File Number) | (I.R.S. Employer Identification No.) |
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| 618 W. Sunset Road | 78216 |
| San Antonio | Texas | | |
| (Address of Principal Executive Offices) | (Zip Code) |
Registrant's telephone number, including area code: (210) 678-3700
(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 (see General Instruction A.2. below):
☐ 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:
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| Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
| Common Stock, par value $0.001 per share | XPEL | The Nasdaq Stock Market LLC |
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 7.01 Regulation FD Disclosure
On October 1, 2021, XPEL, Inc. (Nasdaq: XPEL) (the “Company”) announced the acquisition of five businesses in the United States and Canada from two sellers.
In Canada:
Shadow Shield: A distributor of paint protection film and window film to customers in Canada with locations in Calgary, Alberta and Mississauga, Ontario.
Shadow Tint: An installer of paint protection and window film operating in Calgary, Alberta.
North 1 Technologies: A software company providing software and patterns for cutting paint protection film to customers around the world under the FilmWraps brand.
In the United States:
One Armor: An Installer of paint protection and window film in Phoenix, Arizona.
Tint Net: A high-volume installer of automotive window film providing on-site service serving mostly mid-range new car dealerships in Arizona.
The combined purchase price of these acquisitions is approximately USD$20.1 million and is subject to customary adjustments, including working capital adjustments. These acquisitions closed on October 1, 2021.
A Company press release discussing details of the acquisition is attached to this Form 8-K as Exhibit 99.1.
Item 9.01. Financial Statements and Exhibits
(d) Exhibits
The following exhibit is to be filed as part of this Form 8-K:
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| EXHIBIT NO. | | IDENTIFICATION OF EXHIBIT |
| 99.1 | | |
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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| XPEL, Inc. |
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| Dated: October 1, 2021 | By: /s/ Barry R. Wood |
| Barry R. Wood |
| Senior Vice President and Chief Financial Officer |