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Table of Contents ( Mark One ) þ ☐ UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington , D.C. 20549 Form 10 - K ANNUAL REPORT PURSUANT TO SECTION 13 OR 15 ( d ) OF THE SECURITIES AND EXCHANGE ACT OF 1934 For the Fiscal Year Ended December 31 , 2020 Or TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 ( d ) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Transition Period from to Commission File Number 001-37584 CPI Card Group Inc. ( Exact name of the registrant as specified in its charter ) Delaware ( State or other jurisdiction of incorporation or organization ) 10368 W. Centennial Road Littleton , CO ( Address of principal executive offices ) 26-0344657 ( I.R.S. employer identification no . ) 80127 ( Zip Code ) Registrant's telephone number , including area code ( 720 ) 681-6304 Securities registered pursuant to Section 12 ( b ) of the Act : None Securities registered pursuant to section 12 ( g ) of the Act : Common stock $ 0.001 par value Indicate by check mark if the registrant is a well - known seasoned issuer , as defined in Rule 405 of the Securities Act . Yes No þ Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15 ( d ) of the Act . Yes No þ Indicate by check mark whether the registrant ( 1 ) has filed all reports required to be filed by Section 13 or 15 ( d ) of the Securities Exchange Act of 1934 during the preceding 12 months ( or for such shorter period that the registrant was required to file such reports ) , and ( 2 ) has been subject to such filing requirements for the past 90 days . Yes þ No Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S - T during the preceding 12 months ( or for such shorter period that the registrant was required to submit such files ) . Yes þ No Indicate by check mark whether the registrant is a large accelerated filer , an accelerated filer , a non - accelerated filer , a smaller reporting company , or an emerging growth company . See the definitions of " large accelerated filer , " " accelerated filer , " " smaller reporting company , " and " emerging growth company " in Rule 12b - 2 of the Exchange Act . Large accelerated filer Accelerated filer Smaller reporting company b Emerging growth company Non - accelerated filer þ 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 . □ Indicate by check mark whether the registrant has filed a report on and attestation to its management's assessment of the effectiveness of its internal control over financial reporting under Section 404 ( b ) of the Sarbanes Oxley Act ( 15 U.S.C. 7262 ( b ) ) by the registered public accounting firm that prepared or issued its audit report . Yes No þ Indicate by check mark whether the registrant is a shell company ( as defined in Rule 12b - 2 of the Exchange Act ) . Yes □ No p The aggregate market value of the registrant's common stock held by non - affiliates was $ 13.1 million on June 30 , 2020 computed based on the last quoted sales price of the registrant's common stock of $ 2.90 on OTC Markets Group Inc. on that date . As of February 15 , 2021 , the number of shares outstanding of the registrant's common stock was 11,230,482 . DOCUMENTS INCORPORATED BY REFERENCE Portions of the registrant's definitive Proxy Statement for its 2021 Annual Meeting of Stockholders are incorporated by reference into Part III of this Form 10 K.