PROSPECTUS SUPPLEMENT NO. 2 Filed Pursuant to Rule 424(b)(3)
(to Prospectus dated June 2, 2023) Registration No. 333-260530
VINTAGE WINE ESTATES, INC.
8,702,778 Shares of Common Stock
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This prospectus supplement is being filed to update and supplement the information contained in the prospectus dated June 2, 2023 (as supplemented or amended from time to time, the “Prospectus”) with the information contained in our Current Report on Form 8-K, which was filed with the SEC on September 19, 2023 and in our Current Report on Form 8-K/A, which was filed with the Securities and Exchange Commission (the “SEC”) on September 21, 2023 (together, the “Reports”). Accordingly, we have attached the Reports to this prospectus supplement.
The Prospectus and this prospectus supplement relate to the resale from time to time of up to 8,702,778 shares of our common stock, no par value per share (“common stock”), issued pursuant to the terms of those certain subscription agreements entered into (the “PIPE Investment”) in connection with the Business Combination (as defined in the Prospectus). As described in the Prospectus, the selling securityholders named therein (collectively, the “Selling Stockholders”) or their permitted transferees may offer and sell from time to time up to 8,702,778 shares of our common stock that were issued to the Selling Stockholders in connection with the closing of the PIPE Investment and the Business Combination.
This prospectus supplement updates and supplements the information in the Prospectus and is not complete without, and may not be delivered or utilized except in combination with, the Prospectus, including any amendments or supplements thereto. This prospectus supplement should be read in conjunction with the Prospectus and if there is any inconsistency between the information in the Prospectus and this prospectus supplement, you should rely on the information in this prospectus supplement.
Our common stock is listed on the Nasdaq Global Market (“Nasdaq”) under the symbol “VWE”. On September 21, 2023, the closing price of our common stock on Nasdaq was $0.68 per share.
Investing in our common stock involves risks that are described in the “Risk Factors” section beginning on page 3 of the Prospectus.
Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if the Prospectus or this prospectus supplement is truthful or complete. Any representation to the contrary is a criminal offense.
The date of this prospectus supplement is September 22, 2023.
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): September 13, 2023 |
Vintage Wine Estates, Inc.
(Exact name of Registrant as Specified in Its Charter)
Nevada | 001-40016 | 87-1005902 | ||
(State or Other Jurisdiction | (Commission File Number) | (IRS Employer | ||
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937 Tahoe Boulevard Suite 210 |
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Incline Village, Nevada |
| 89451 | ||
(Address of Principal Executive Offices) |
| (Zip Code) |
Registrant’s Telephone Number, Including Area Code: (877) 289-9463 |
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(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:
Securities registered pursuant to Section 12(b) of the Act:
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| Trading |
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Class A common stock, no par value per share |
| VWE |
| The Nasdaq Stock Market LLC |
Warrants to purchase common stock |
| VWEWW |
| 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 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing
On September 13, 2023, Vintage Wine Estates, Inc. (the “Company”) received a letter from the Listing Qualifications Staff of The Nasdaq Stock Market LLC (“Nasdaq”) indicating that, based upon the closing bid price of the Company’s common stock for the last 30 consecutive business days, the Company no longer meets Nasdaq Listing Rule 5450(a)(1), which requires listed companies to maintain a minimum bid price of at least $1 per share.
Nasdaq Listing Rule 5810(c)(3)(A) provides a compliance period of 180 calendar days, or until March 11, 2024, in which to regain compliance with the minimum bid price requirement. If the Company evidences a closing bid price of at least $1 per share for a minimum of 10 consecutive business days during the 180-day compliance period, the Company will automatically regain compliance. In the event the Company does not regain compliance with the $1 bid price requirement by March 11, 2024, the Company may be eligible for consideration of a second 180-day compliance period if it meets the continued listing requirement for market value of publicly held shares and all other initial listing standards for Nasdaq’s Global Market, other than the minimum bid price requirement. In addition, the Company would also be required to notify Nasdaq of its intent to cure the minimum bid price deficiency.
If the Company fails to regain compliance with the Nasdaq continued listing standards, Nasdaq will provide notice that the Company’s common stock will be subject to delisting. The Company would then be entitled to appeal that determination to a Nasdaq hearings panel.
The notification has no immediate effect on the listing of the Company’s common stock on Nasdaq. The Company intends to monitor the closing bid price of its common stock and consider its available options in the event the closing bid price of its common stock remains below $1 per share.
Forward-Looking Statements
This report contains “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. Words like “believe,” “intend,” “may,” “will,” and “would” or the negative thereof or other variations thereon or comparable terminology, are used to identify forward-looking statements, although not all forward-looking statements contain these words. Although the Company believes that it is basing its expectations and beliefs on reasonable assumptions within the bounds of what is currently known about its business and operations, there can be no assurance that actual results will not differ materially from what the Company expects or believes. Some of the factors that could cause the Company’s actual results to differ materially from its expectations or beliefs are disclosed in the “Risk Factors” section, as well as other sections, of its reports filed with the Securities and Exchange Commission, which include, without limitation, its ability to regain compliance with the Nasdaq Listing Standards and maintain the listing of its securities on Nasdaq. All forward-looking statements speak only as of the date on which they are made and the Company undertakes no duty to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.
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.
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| Vintage Wine Estates, Inc. |
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| (Registrant) |
Date: | September 19, 2023 | By: | /s/ Kristina Johnston |
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| Kristina Johnston |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K/A
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 17, 2023 |
Vintage Wine Estates, Inc.
(Exact name of Registrant as Specified in Its Charter)
Nevada | 001-40016 | 87-1005902 | ||
(State or Other Jurisdiction | (Commission File Number) | (IRS Employer | ||
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|
|
|
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937 Tahoe Boulevard Suite 210 |
| |||
Incline Village, Nevada |
| 89451 | ||
(Address of Principal Executive Offices) |
| (Zip Code) |
Registrant’s Telephone Number, Including Area Code: (877) 289-9463 |
|
(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:
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| Trading |
|
|
Class A common stock, no par value per share |
| VWE |
| The Nasdaq Stock Market LLC |
Warrants to purchase common stock |
| VWEWW |
| 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. ☐
EXPLANATORY NOTE
This Amendment No. 1 to Form 8-K (“Amendment No. 1”) amends and supplements the Form 8-K filed by Vintage Wine Estates, Inc. (the “Company”) on July 20, 2023 (the “Initial Form 8-K”). As previously reported in the Initial Form 8-K, on July 19, 2023, the Company and Terry Wheatley entered into a Separation Agreement wherein they agreed to use good faith reasonable efforts to enter into an asset purchase agreement for the sale to Ms. Wheatley of the Company’s intellectual property rights related to its "Purple Cowboy," "Wine Sisterhood" and "Gem+Jane" trademarks (the “APA”). This Amendment No. 1 is being made to report the entry into the APA between the Company and Ms. Wheatley. Other than as set forth in this Amendment No. 1, no changes have been made to the Initial Form 8-K. The information previously reported in or filed with the Initial Form 8-K is hereby incorporated by reference into this Amendment No. 1.
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
As previously reported in the Form 8-K filed by Vintage Wine Estates, Inc. (the “Company”) on July 20, 2023, the Company and Terry Wheatley entered into a Separation Agreement wherein they agreed to use good faith reasonable efforts to enter into an asset purchase agreement for the sale to Ms. Wheatley of the Company’s intellectual property rights related to its "Purple Cowboy," "Wine Sisterhood" and "Gem+Jane" trademarks (the “APA”). On September 17, 2023, the Company and Ms. Wheatley entered into the APA which is effective as of September 17, 2023 (the “Effective Date”), whereby the Company will sell Ms. Wheatley all of its intellectual property rights related to its "Purple Cowboy," "Wine Sisterhood" and "Gem+Jane" trademarks for a nominal sum. The Company expects to close the transactions governed by the APA in September.
Pursuant to the APA, the Company will hold a worldwide, non-exclusive license to use the Purple Cowboy IP, as defined in the APA, until June 30, 2024 for the purpose of liquidating its existing Purple Cowboy inventory. Pursuant to the APA, Ms. Wheatley is required to purchase, by December 31, 2024, all Purple Cowboy inventory held by the Company that was not sold by June 30, 2024, at cost plus shipping charges. From the Effective Date of the APA to June 30, 2024, the Company has agreed to make sponsorship payments to “Tough Enough to Wear Pink” of all gross profits received from sales of inventory associated with the Purple Cowboy IP. The sponsorship payments are to be made at a rate of $20,000 per month with any adjustment needed to account for remaining gross profits not previously covered by the sponsorship payments to be made in the final payment in July 2024. In the event the sponsorship payments exceed the gross profits received by the Company from sales of Purple Cowboy inventory, Ms. Wheatley is required to refund such excess amount to the Company by July 30, 2024.
Pursuant to the APA, the Company will hold a worldwide, partially non-exclusive and partially exclusive license to use the Wine Sisterhood IP, as defined in the APA, for the purpose of liquidating, and until it has liquidated, its existing inventory associated with the Wine Sisterhood IP. Ms. Wheatley has also agreed to pay the Company a royalty of $1.00 per 9-liter case of “Gem+Jane” branded products sold for a period of three years from the Effective Date.
The description of the APA is not complete and is qualified in its entirety by reference to the APA attached hereto as Exhibit 10.1 and incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
Exhibit Number | Description |
10.1 | Asset Purchase Agreement effective September 17, 2023, between Vintage Wine Estates, Inc. and Terry Wheatley. ◆ |
104 | Cover Page Interactive Data File (embedded within the inline XBRL document) |
◆ Indicates management compensatory plan, contract or arrangement.
Forward-Looking Statements
This report contains “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. Words like “expects” or the negative thereof or other variations thereon or comparable terminology, are used to identify forward-looking statements, although not all forward-looking statements contain these words. Although the Company believes that it is basing its expectations and beliefs on reasonable assumptions within the bounds of what is currently known about its business and operations, there can be no assurance that actual results will not differ materially from what the Company expects or believes, including without limitation, the expected timing of the close of the transactions governed by the APA, which may occur after September. Some of the factors that could cause the Company’s actual results to differ materially from its expectations or beliefs are disclosed in the “Risk Factors” section, as well as other sections, of its reports filed with the Securities and Exchange Commission. All forward-looking statements speak only as of the date on which they are made and the Company undertakes no duty to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.
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.
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| Vintage Wine Estates, Inc. |
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| (Registrant) |
Date: | September 21, 2023 | By: | /s/ Kristina Johnston |
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| Kristina Johnston |
ASSET PURCHASE AGREEMENT
THIS ASSET PURCHASE AGREEMENT (this “Agreement”) is made and entered into as of September 17th, 2023 (the “Effective Date”), by and between Terry Wheatley (“Buyer”) and Vintage Wine Estates, Inc. (“Seller”). Buyer and Seller are referred to collectively herein as the “Parties” and individually as a “Party”.
RECITALS
NOW, THEREFORE, in consideration of the mutual representations, warranties, covenants and agreements contained herein and for other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, and upon the terms and subject to the conditions hereinafter set forth, the Parties hereto, intending to be legally bound hereby, agree as follows:
ARTICLE I. THE TRANSACTION
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ARTICLE II.
CLOSING
ARTICLE III. REPRESENTATIONS AND WARRANTIES OF SELLER
Seller hereby represents and warrants to Buyer as follows:
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thereby. This Agreement and each Ancillary Agreement to which Seller is a party has been duly and validly executed and delivered by Seller and constitutes the valid and binding obligation of Seller, enforceable against Seller in accordance with their respective terms, except as such enforcement shall be limited by bankruptcy, insolvency, moratorium or similar laws affecting creditors' rights generally and subject to general principles of equity.
ARTICLE IV. REPRESENTATIONS AND WARRANTIES OF BUYER
Buyer hereby represents and warrants to Seller as follows:
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consummation of the transactions contemplated hereby.
ARTICLE V. COVENANTS
5.3 "Purple Cowboy" Brand Transition.
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Asset or Excluded Liability; and (ii) upon reasonable notice, afford the representatives of Seller reasonable access (including the right to make, at Seller's expense, photocopies), during normal business hours, to such books and records; provided, however, that any such books and records related to Tax matters shall be retained for the full period of the applicable statutes of limitations plus 60 days. Notwithstanding the foregoing, the Buyer shall not be obligated to provide Seller with access to any books or records where such access would violate any applicable Law.
ARTICLE VI. MISCELLANEOUS
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any other provision hereof (whether or not similar). No delay on the part of any Party in exercising any right, power, or privilege hereunder shall operate as a waiver thereof.
to Seller, to:
Vintage Wine Estates, Inc. 205 Concourse Blvd.
Santa Rosa, California 95403 Attn: Jon Moramarco
Email: Jon@vintagewineestates.com with a copy to:
Harter Secrest & Emery LLP 1600 Bausch & Lomb Place Rochester, New York 14604 Attn: Alexander R. McClean Email: amcclean@hselaw.com
to Buyer to:
Terry Wheatley
[***]
[***]
or at such other address for a Party as shall be specified by like notice.
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courts. Each of the Parties, for itself and its heirs, successors and assigns, irrevocably agrees that all process in any such proceedings in any such court may be effected by mailing a copy thereof by registered or certified mail (or any substantially similar form of mail), postage prepaid, to it at its address set forth in Section 6.2(h) or at such other address of which the other Parties shall have been notified in accordance with the provisions of Section 6.2(h), such service being hereby acknowledged by the Parties to be effective and binding service in every respect. Nothing herein shall affect the right to serve process in any other manner permitted by law.
[Signature page follows.]
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IN WITNESS WHEREOF, each of the Parties hereto has caused this Agreement to be executed on its behalf as of the date first above written.
VINTAGE WINE ESTATES, INC.
By: | /s/ Jon Moramarco |
Name: | Jon Moramarco |
Title: | Interim Chief Financial Officer |
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| /s/ Terry Wheatley |
| Terry Wheatley |
[Asset Purchase Agreement]
Exhibit A Definitions
"Agreement" | Preamble |
"Bill of Sale" | 2.2(a)(ii) |
"Buyer" | Preamble |
"CannaCraft'' | 2.2(a)(iv) |
"Closing" | 2.1 |
"Closing Date" | 2.1 |
"Confidential Information" | 5.1 |
"Effective Time" | 2.1 |
"IP Assets" | Recitals |
"Liabilities" | 1.3 |
"Nonassignable Asset'' | 1.4 |
"Party" | Preamble |
"Parties" | Preamble |
"Purple Cowboy Inventory" | 5.3(a) |
"Purple Cowboy IP" | 5.3(a) |
"Purple Cowboy Transition Date" | 5.3(b) |
"Seller" | Preamble |
Exhibit B IP Assets