Current Report Filing (8-k)
April 21 2023 - 9:14AM
Edgar (US Regulatory)
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2023-04-19
2023-04-19
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2023-04-19
2023-04-19
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SNAX:WarrantsEachExercisableForOneShareOfClassCommonStockAtExercisePriceOf11.50PerShareMember
2023-04-19
2023-04-19
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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): April 19, 2023
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
1.01. Entry into a Material Definitive Agreement.
The
information set forth under Item 2.03, “Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement
of a Registrant,” is incorporated herein by reference.
Item
2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
On
April 19, 2023, Stryve Foods, Inc. (the “Company”) issued an aggregate of $4.1 million in principal amount of secured promissory
notes (the “Notes”) to select accredited investors (including certain members of the Company’s management and Board
of Directors) (the “Lenders”). The Notes accrue interest annually at a rate of 12% and will mature upon the earlier of (i)
December 31, 2023, or (ii) the closing of the next sale (or series of related sales) by the Company of its equity securities (other than
pursuant to warrants described below), following the date of the Notes, from which the Company receives gross proceeds of not less than
$3.0 million. The Notes are secured by a security interest on substantially all the assets of the Company that is subordinate to the
security interests of the Company’s existing first and second lien lenders.
Each
Lender that purchased Notes received a warrant (the “Warrants”) to purchase one share of the Company’s Class A common
stock for each $0.5134 of principal amount of the Notes, for an aggregate of 7,964,550 Warrants. Each Warrant is exercisable immediately,
has an exercise price per share of Class A common stock equal to $0.5134 and will expire three years and three months from the date of
issuance and may be exercised on a cashless basis if a registration statement registering the resale of the shares issuable upon exercise
is not effective. The warrant holder will be prohibited, subject to certain exceptions, from exercising the Warrants for shares of the
Company’s Class A common stock to the extent that immediately prior to or after giving effect to such exercise, the warrant 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 Class A common stock then issued and outstanding, which percentage may be changed at the warrant holders’
election to a higher or lower percentage not in excess of 9.99% upon 61 days’ notice to the Company. The Company agreed to use
commercially reasonable efforts to register the shares of Class A common stock underlying the Warrants within 60 days and to have the
registration statement declared effective within 30 days thereafter.
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 Lender 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 Notes and Warrants are each qualified in their entirety by reference to the forms of Note
and Warrant which are attached hereto as Exhibit 10.1 and Exhibit 4.1, respectively, and incorporated by reference herein.
Item
3.02 Unregistered Sales of Equity Securities.
The
information contained above in Item 1.01 is hereby incorporated by reference into this Item 3.02.
Item
8.01 Other Events.
On
April 20, 2023, the Company issued a press release announcing the Offering, a copy of which is attached hereto as Exhibit 99.1 and incorporated
herein by reference.
Item
9.01 Financial Statements and Exhibits.
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:
April 21, 2023
|
STRYVE FOODS, INC. |
|
|
|
|
By: |
/s/ R.
Alex Hawkins |
|
Name: |
R. Alex Hawkins |
|
Title: |
Chief Financial Officer |
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