Item 8.01. Other Events.
Hostess Brands, Inc. (the Company) intends to file a preliminary consent solicitation statement on Schedule 14A to obtain the consent of holders of
at least 65% of its outstanding publicly-traded warrants (the Public Warrants) to approve an amendment (the Amendment) to the Warrant Agreement, dated as of August 13, 2015, between the Company and Continental Stock
Transfer & Trust Company, a New York corporation, as warrant agent.
The Amendment, if approved and executed, will provide that the exercise
price of the Companys outstanding warrants, including the Public Warrants and the warrants issued in a private placement concurrent with the initial public offering of Gores Holdings, Inc., the special purpose acquisition company with which
the Company completed a business combination in November 2016, will be payable through a cashless exercise, with a premium of $0.25 added to the valuation price of the shares for purposes of calculating the number of shares issuable upon
exercise of the warrants.
The Company expects to file the preliminary consent solicitation statement (the Consent Solicitation Statement)
with the Securities and Exchange Commission (SEC) on or about June 25, 2021.
Forward-Looking Statements
This Current Report on Form 8-K contains statements reflecting the Companys views about its future performance
that constitute forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended and Section 21E of the Securities Exchange Act of 1934, as amended, that involve substantial risks and
uncertainties. Forward-looking statements are generally identified through the inclusion of words such as believes, expects, intends, estimates, projects, anticipates,
will, plan, may, should, or similar language. Statements addressing the Companys future operating performance and statements addressing events and developments that the Company expects or
anticipates will occur are also considered as forward-looking statements. All forward-looking statements included herein are made only as of the date hereof. The Company undertakes no obligation to update any forward-looking statement, whether as a
result of new information, future events, or otherwise.
These statements inherently involve risks and uncertainties that could cause actual results to
differ materially from those anticipated in such forward-looking statements. These risks and uncertainties include, but are not limited to, maintaining, extending and expanding the Companys reputation and brand image; protecting intellectual
property rights; leveraging the Companys brand value to compete against lower-priced alternative brands; correctly predicting, identifying and interpreting changes in consumer preferences and demand and offering new products to meet those
changes; operating in a highly competitive industry; the continued ability to produce and successfully market products with extended shelf life; the ability to pass cost increases on to our customers; the ability to maintain or add additional shelf
or retail space for the Companys products; our ability to identify or complete strategic acquisitions, alliances, divestitures or joint ventures; our ability to successfully integrate, achieve expected synergies and manage our acquired
businesses and brands; the ability to drive revenue growth in key products or add products that are faster-growing and more profitable; adverse impact or disruption to our business caused by COVID-19 or future
outbreaks of highly infectious or contagious diseases; volatility in commodity, energy, and other input prices and the ability to adjust pricing to cover increased costs; significant changes in the availability and pricing of transportation;
dependence on major customers; increased labor and employee related costs; strikes or work stoppages; product liability claims, product recalls, or regulatory enforcement actions; dependence on third parties for significant services; unanticipated
business disruptions; geographic focus could make the Company particularly vulnerable to economic and other events and trends in North America; consolidation of retail customers; unsuccessful implementation of business strategies to reduce costs;
increased costs to comply with governmental regulation; failures, unavailability, or disruptions of the Companys information technology systems; dependence on key personnel or a highly skilled and diverse workforce; the Companys ability
to finance indebtedness on terms favorable to the Company; and other risks as set forth from time to time in the Companys SEC filings.
As a result
of a number of known and unknown risks and uncertainties, the Companys actual results or performance may be materially different from those expressed or implied by these forward-looking statements. Risks and uncertainties are identified and
discussed in Item 1A-Risk Factors in the Companys Annual Report on Form 10-K/A