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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 7, 2022

 

DMC GLOBAL INC.

(Exact Name of Registrant as Specified in its Charter)

 

Delaware   0-8328   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

 

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 8.01Other Events.

 

On April 7, 2022, DMC Global Inc. (the “Company”), filed with the Securities and Exchange Commission a prospectus supplement to the prospectus included in the registration statement on Form S-3ASR (File No. 333-255719) to register the resale of up to 551,458 shares of Tellurian common stock by a selling stockholder identified in the prospectus supplement. In connection with such registration, the Company is filing a legal opinion of Davis Graham & Stubbs LLP as Exhibit 5.1 to this Current Report on Form 8-K.

 

Item 9.01Financial Statements and Exhibits.

 

Exhibit
No.
  Description
     
5.1   Opinion of Davis Graham & Stubbs LLP
     
23.1   Consent of Davis Graham & Stubbs LLP (included in Exhibit 5.1)

 

104

 

 

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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.
     
  DMC GLOBAL INC.
   
   
Dated: April 7, 2022 By: /s/ Michael Kuta
    Michael Kuta
    Chief Financial Officer

 

 

 

 

Exhibit 5.1

 

 

April 7, 2022

 

Board of Directors

DMC Global Inc.

11800 Ridge Parkway, Suite 300

Broomfield, Colorado 80021

 

Ladies and Gentlemen:

 

We have acted as counsel to DMC Global Inc., a Delaware corporation (the “Company”), in connection with the filing by the Company of a prospectus supplement dated April 7, 2022 (the “Prospectus Supplement”), which supplements a Registration Statement on Form S-3 (File No. 333-255719) filed with the Securities and Exchange Commission under the Securities Act of 1933, as amended, and effective, on May 3, 2021 (the “Registration Statement”), relating to the offer and sale by the Selling Stockholder named in the Prospectus Supplement of up to 551,458 shares (the “Shares”) of the Company’s common stock, par value $0.05 per share.

 

We have examined originals or certified copies of such corporate records of the Company and other certificates and documents of officials of the Company, public officials and others as we have deemed appropriate for purposes of this letter. We have assumed the genuineness of all signatures, the legal capacity of each natural person signing any document reviewed by us, the authority of each person signing in a representative capacity (other than the Company) any document reviewed by us, the authenticity of all documents submitted to us as originals and the conformity to authentic original documents of all copies submitted to us or filed with the Securities and Exchange Commission as conformed and certified or reproduced copies. In conducting our examination of documents, we have assumed the power, corporate or other, of all parties thereto other than the Company to enter into and perform all obligations thereunder and have also assumed the due authorization by all requisite action, corporate or other, and the due execution and delivery by such parties of such documents and that to the extent such documents purport to constitute agreements, such documents constitute valid and binding obligations of such parties. As to any facts material to our opinion, we have made no independent investigation of such facts and have relied, to the extent that we deem such reliance proper, upon certificates of public officials and officers or other representatives of the Company.

 

Based upon the foregoing and subject to the assumptions, exceptions, qualifications and limitations set forth herein, we are of the opinion that the issuance of the Shares was duly authorized and that the Shares are validly issued, fully paid and non-assessable.

 

Davis Graham & Stubbs LLP 1550 17th Street, Suite 500 Denver, CO 80202 303.892.9400 fax 303.893.1379 dgslaw.com

 

 

 

 

DMC Global Inc.

April 7, 2022

Page 2

 

The opinions and other matters in this letter are qualified in their entirety and subject to the following:

 

A.       The foregoing opinion is limited to the Delaware General Corporation Law (including the applicable provisions of the Delaware Constitution and the reported judicial decisions interpreting these laws) and the federal laws of the United States of America. We are expressing no opinion as to the effect of the laws of any other jurisdiction, domestic or foreign.

 

B.       This letter is limited to the matters stated herein, and no opinion is implied or may be inferred beyond the matters expressly stated. We assume herein no obligation, and hereby disclaim any obligation, to make any inquiry after the date hereof or to advise you of any future changes in the foregoing or of any fact or circumstance that may hereafter come to our attention.

 

We hereby consent to the filing of this opinion as an exhibit to the Current Report on Form 8-K filed by the Company on the date hereof and to the use of our name in the Registration Statement and the Prospectus Supplement under the caption “Legal Matters.” In giving this consent, we do not thereby admit that we are within the category of persons whose consent is required under Section 7 of the Securities Act and the rules and regulations thereunder.

 

  Very truly yours,
   
 
   
  Davis Graham & Stubbs LLP