Form 8-K - Current report

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 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): August 6, 2024

ZEVIA PBC

(Exact Name of Registrant as Specified in Its Charter)


Delaware	001-40630	86-2862492
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

15821 Ventura Blvd., Suite 135, Encino, CA		91436
(Address of Principal Executive Offices)		(Zip Code)

(424) 343-2654

(Registrant’s Telephone Number, Including Area Code)

Former Name or Former Address, if Changed Since Last Report: N/A

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, par value $0.001 per share

    ZVIA

    New York Stock Exchange

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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On August 6, 2024, the Board of Directors (the “Board”) of Zevia PBC (the “Company”), upon the recommendation of the Nominating and Enterprise Risk Management Committee of the Company, increased the size of the Board from eight to nine members and appointed Alexandre I. Ruberti as an independent Class III director of the Company, effective as of August 6, 2024 (the “Effective Date”), to serve until the Company’s 2027 Annual Meeting of Stockholders , or until his earlier resignation or removal. Mr. Ruberti has not been appointed as a member of any committee of the Board at this time.

In connection with Mr. Ruberti’s appointment as a director, he is entitled to receive the standard compensation for service on the Board by the Company’s non-employee directors, as described in the Company’s proxy statement for the 2024 Annual Meeting of Stockholders filed on April 24, 2024.

The Company expects Mr. Ruberti to enter into its standard director and officer indemnification agreement. A copy of the Company’s form of director and officer indemnification agreement was filed as Exhibit 10.4 to the Company’s Amendment No. 1 to Form S-1 Registration Statement filed on July 12, 2021.

There are no arrangements or understandings between Mr. Ruberti and any other persons pursuant to which Mr. Ruberti was selected as a director. There are no transactions, arrangements or relationships between the Company or its subsidiaries, on the one hand, and Mr. Ruberti, on the other hand, which would require disclosure pursuant to Item 404(a) of Regulation S-K.

Item 7.01 Regulation FD Disclosure.

A copy of the Company’s press release publicly announcing the appointment of Mr. Ruberti is furnished as Exhibit 99.1 attached hereto.

The information furnished in Item 7.01 of this Current Report on Form 8-K, including Exhibit 99.1, shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liability of that section, and shall not be deemed incorporated by reference into any registration statement or other document filed under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.


Item 9.01	Financial Statements and Exhibits.

(d) Exhibits:


Exhibit No.		Description
99.1		Zevia PBC Press Release dated August 12, 2024
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

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.


	ZEVIA PBC

Date: August 12, 2024	/s/ LORNA R. SIMMS
	Name:	Lorna R. Simms
	Title:	SVP, General Counsel and Corporate Secretary

Exhibit 99.1

Zevia Announces Appointment of Alexandre Ruberti to Board of Directors

LOS ANGELES – (BUSINESS WIRE) – August 12, 2024 – Zevia PBC (“Zevia”) (NYSE:ZVIA) today announced the appointment of Alexandre Ruberti to the Company’s Board of Directors (the “Board”), effective August 6, 2024.

Ruberti joins the Zevia Board currently serving as Managing Director Americas and General Manager USA] at Waterdrop®, a mission-driven company focused on disrupting the hydration industry with functional hydration cubes. He has extensive beverage industry experience including 16 years in executive leadership roles at Red Bull serving as Chief Commercial Officer in North America and as President of Red Bull Distribution Company. Mr. Ruberti recently served on the Board of Directors of Celsius Holdings, Inc, from 2021 to 2024.

“Alexandre is a pace-setting leader with a proven ability to develop and execute strategies that deliver sustainable top- and bottom- line growth specifically within beverage,” said Amy Taylor, President and CEO of Zevia. “His experience leading and scaling major, high-growth brands globally -- and his depth of knowledge and experience in distribution and in designing competitive route-to-market partnerships -- make him an outstanding addition to Zevia’s Board of Directors.”

“We are pleased to welcome Alexandre to the Zevia Board of Directors,” said Paddy Spence, Chair of the Board. “His deep beverage industry experience and strong network will provide invaluable perspective and leadership for the next phase of our journey as we focus on accelerating growth and profitability.”

“It’s a privilege to join the Zevia Board at such a pivotal time for the Company,” said Alexandre Ruberti. “I am a big believer in the Zevia brand, and I look forward to collaborating with this talented team of executives and directors, leveraging my beverage experience to advance the Company’s mission and growth strategy.”

About Alexandre Ruberti

Mr. Ruberti has over 25 years of experience in consumer packaged goods (“CPG”) developing strategies, processes and systems to build engaged organizations that deliver sustainable top and bottom-line growth He is currently Managing Director and General Manager of Americas at Waterdrop®, a mission-driven company focused on disrupting the hydration industry with functional hydration cubes. From February 2021 to March 2024, Mr. Ruberti was a Board member of Celsius Holdings, Inc. (Nasdaq: CELH), a global CPG company focused primarily on energy and functional beverages. He served as CEO of Future Farm, an international food-tech company focused on plant-based meat, from February 2021 to November 2023. Prior to Future Farm, Mr. Ruberti worked at Red Bull for over 16 years, serving as President of Red Bull Distribution Company from 2013 to 2021 and EVP, Chief Commercial Officer of Red Bull North America from 2019 to 2021. Mr. Ruberti began his career in the independent Coca-Cola bottling industry in Brazil, working in sales and marketing leadership positions, first at Sorocaba Refrescos and later at a subsidiary of Solar Refrescos SA. Mr. Ruberti also serves on the Board of GP-Act II Sponsor LLC and is a Member of Young Presidents Organization. Mr. Ruberti earned his MBA from

Fundação Getulio Vargas and his BBA in Business from Universidade de Sorocaba in Brazil, and is fluent in English, Portuguese, and Spanish.

Forward-Looking Statements

This press release contains “forward-looking statements” within the meaning of the safe harbor provisions of the U.S. Private Securities Litigation Reform Act of 1995. Forward-looking statements include, without limitation, any statement that may predict, forecast, indicate or imply future results, performance or achievements, and may contain words such as “anticipate,” “believe,” “consider,” “contemplate,” “continue,” “could,’” “estimate,” “expect,” “forecast,” “guidance,” “intend,” “may,” “on track,” “outlook,” “plan,” “potential,” “predict,” “project,” pursue,” “seek,” “should,” “target,” “will,” “would,” or the negative of these words or other similar words, terms or expressions with similar meanings. Forward-looking statements should not be read as a guarantee of future performance or results and will not necessarily be accurate indications of the times at, or by, which such performance or results will be achieved. Forward-looking statements are based on current expectations, forecasts and assumptions that involve risks and uncertainties that may cause our business, strategy or actual results to differ materially from the forward-looking statements. We do not intend and undertake no obligation to update any forward-looking statements, whether as a result of new information, future events or otherwise, except as may be required by applicable law. Investors are referred to our filings with the U.S. Securities and Exchange Commission for additional information regarding the risks and uncertainties that may cause actual results to differ materially from those expressed in any forward-looking statement.

About Zevia

Zevia PBC, a Delaware public benefit corporation designated as a “Certified B Corporation,” is focused on addressing the global health challenges resulting from excess sugar consumption by offering a broad portfolio of zero sugar, zero calorie, naturally sweetened beverages. All Zevia® beverages are made with a handful of simple, plant-based ingredients, contain no artificial sweeteners, and are Non-GMO Project verified, gluten-free, Kosher, vegan and zero sodium. Zevia is distributed in more than 34,000 retail locations in the U.S. and Canada through a diverse network of major retailers in the food, drug, warehouse club, mass, natural and ecommerce channels.

(ZEVIA-F)

Contacts

Investors

Greg Davis

Zevia PBC

424-343-2654

Gregory@zevia.com

Reed Anderson
ICR
646-277-1260
reed.anderson@icrinc.com

Document and Entity Information	Aug. 06, 2024
Cover [Abstract]
Amendment Flag	false
Entity Central Index Key	0001854139
Document Type	8-K
Document Period End Date	Aug. 06, 2024
Entity Registrant Name	ZEVIA PBC
Entity Incorporation, State or Country Code	DE
Securities Act File Number	001-40630
Entity Tax Identification Number	86-2862492
Entity Address, Address Line One	15821 Ventura Blvd.
Entity Address, Address Line Two	Suite 135
Entity Address, City or Town	Encino
Entity Address, State or Province	CA
Entity Address, Postal Zip Code	91436
City Area Code	424
Local Phone Number	343-2654
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Class A common stock, par value $0.001 per share
Trading Symbol	ZVIA
Security Exchange Name	NYSE
Entity Emerging Growth Company	true
Entity Ex Transition Period	false