Current Report Filing (8-k)
July 22 2022 - 4:31PM
Edgar (US Regulatory)
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2022-07-20
2022-07-20
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2022-07-20
2022-07-20
0001691936
SNAX:WarrantsEachExercisableForOneShareOfClassCommonStockAtExercisePriceOf11.50PerShareMember
2022-07-20
2022-07-20
iso4217:USD
xbrli:shares
iso4217:USD
xbrli:shares
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
DC 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): July 20, 2022
STRYVE
FOODS, INC.
(Exact
name of registrant as specified in its charter)
Delaware |
|
001-38785 |
|
87-1760117 |
(State
or other jurisdiction
of
incorporation) |
|
(Commission
File
Number) |
|
(IRS
Employer
Identification
Number) |
5801
Tennyson Parkway, Suite
275 Plano, TX |
|
75024 |
(Address of principal executive
offices) |
|
(Zip Code) |
Registrant’s
telephone number, including area code: (972) 987-5130
Not
Applicable
(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:
☐ |
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(s) |
|
Name
of each exchange on which registered |
Class A Common Stock |
|
SNAX |
|
The Nasdaq Stock Market
LLC |
Warrants, each exercisable
for one share of Class A Common Stock at an exercise price of $11.50 per share |
|
SNAXW |
|
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
3.02 Unregistered Sales of Equity Securities.
To
the extent applicable, the information under Item 8.01 below is incorporated herein by reference.
Item
8.01 Other Events.
On
July 20, 2022, Stryve Foods, Inc. (the “Company”) issued an aggregate of 4,014,012 shares of its Class A common stock and
cancelled an equal number of shares of Class V common stock pursuant to the terms of the Company’s existing Exchange Agreement
dated as of July 20, 2021 that permits holders of the Company’s Class V common stock and Andina
Holdings LLC, a Delaware limited liability company and wholly owned subsidiary of the Company (“Holdings”), Class
B Units to tender a set of one share of Class V common stock and one Holdings Class B Unit and for redemption for one share of Class
A common stock. The securities were issued in reliance on the exemption from registration provided
by Section 4(a)(2) under the Securities Act of 1933, as amended, and/or Regulation D promulgated thereunder.
Following
the issuance, on July 20, 2022, the Company had 18,998,343 shares of Class A common stock issued and outstanding and 7,488,343 shares
of Class V common stock issued and outstanding. The Company has historically reported its financial results and weighted average share
calculations on an “as exchanged” basis to give full effect to the potential exchanges of Class V to Class A that may occur
over time. Accordingly, this issuance of Class A common stock will have no effect on the Company’s earnings (loss) per share
calculations that are presented on an “as exchanged” basis.
SIGNATURE
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.
Dated:
July 22, 2022
|
STRYVE FOODS, INC. |
|
|
|
|
By: |
/s/ R.
Alex Hawkins |
|
Name: |
R. Alex Hawkins |
|
Title: |
CFO |
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