Item
1.01 Entry into a Material Definitive Agreement.
On
January 6, 2022, Stryve Foods, Inc. (the “Company”) entered into a Securities Purchase Agreement (the “Purchase Agreement”)
with select accredited investors (the “Investors”), relating to the issuance and sale of 2,496,934 shares of the Company’s
Class A common stock, $0.0001 par value per share (the “Common Stock”) and, in lieu of Common Stock, pre-funded warrants
to purchase 7,797,184 shares of Common Stock (the “Pre-Funded Warrants”), and accompanying warrants (the “Warrants”)
to purchase up to 10,294,118 shares of Common Stock (the “Offering”). The Offering closed on January 11, 2022. The Common
Stock and Warrants were sold at a combined purchase price of $3.40 per share (less $0.0001 per share for Pre-Funded Warrants). The
Company received gross proceeds from the Offering of approximately $35 million before deducting estimated offering expenses.
Each
Pre-Funded Warrant has an exercise price per share of common stock equal to $0.0001. The Pre-Funded Warrants are exercisable at any time
after their original issuance and will not expire. Each Warrant has an exercise price per share of Common Stock equal to $3.60 and will
expire five years from the date of issuance and may be exercised on a cashless basis if a registration statement registering the shares
issuable upon exercise is not effective. The Pre-Funded Warrants and Warrants are immediately exercisable, provided that the holder will
be prohibited, subject to certain exceptions, from exercising the warrants for shares of the Company’s Common Stock to the extent
that immediately prior to or after giving effect to such exercise, the holder, together with its affiliates and other attribution parties,
would own more than 4.99% or 9.99%, as applicable, of the total number of shares of the Company’s Common Stock then issued and
outstanding, which percentage may be changed at the holders’ election to a higher or lower percentage not in excess of 9.99% upon
61 days’ notice to the Company.
Concurrent
with its entry into the Purchase Agreement, the Company also entered into a Registration Rights Agreement with the Investors (the “Registration
Rights Agreement”) that requires the Company to file a registration statement with the Securities and Exchange Commission covering
the resale by the Investors of the Common Stock and the shares of Common Stock issuable upon exercise of the Pre-Funded Warrants and
the Warrants by January 21, 2022 and to have such registration statement declared effective by February 5, 2022, in the event the
registration statement is not reviewed by the Securities and Exchange Commission (the “SEC”), or by April 6, 2022, in the
event the registration statement is reviewed by the SEC. The Company will use commercially reasonable efforts to keep such registration
statement effective at all times until all of the registrable securities covered by such registration statement (i) have been sold, thereunder
or pursuant to Rule 144 under the Securities Act, or (ii) may be sold without volume or manner-of-sale restrictions pursuant to Rule
144 and without the requirement for the Company to be in compliance with the current public information requirement under Rule 144. The
Company will be obligated to pay certain liquidated damages to the Investors if the Company fails to file the registration statement
when required, fails to cause the registration statement to be declared effective by the SEC when required, or if the Company fails to
maintain the effectiveness of the registration statement. Pursuant to the Purchase Agreement, the Company agreed that it would not
issue (or enter into any agreement to issue) any shares of Common Stock or Common Stock equivalents for a period of 90 days after the
effective date of the registration statement, subject to certain exceptions.
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. Each purchaser has represented that it is an accredited investor, as defined in
Rule 501 of Regulation D promulgated under the Securities Act of 1933, as amended.
The
foregoing descriptions of the terms of the Purchase Agreement, Pre-Funded Warrants, Warrants and the Registration Rights Agreement are
each qualified in their entirety by reference to the forms of Purchase Agreement, Pre-Funded Warrant, Warrant, and Registration Rights
Agreement, which are attached hereto as Exhibit 10.1, Exhibit 4.1, Exhibit 4.2 and Exhibit 10.2, respectively, and incorporated by reference
herein.