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): May 3, 2022
FRESHPET, INC.
(Exact name of Registrant as Specified in Its Charter)
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Delaware
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001-36729
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20-1884894
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(State or Other Jurisdiction
of Incorporation)
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(Commission File Number)
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(IRS Employer
Identification No.)
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400 Plaza Drive, 1st Floor
Secaucus, NJ
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07094
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(Address of Principal Executive Offices)
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(Zip Code)
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Registrant’s Telephone Number, Including Area Code: (201) 520-4000
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:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities registered pursuant to Section 12(b) of the Act:
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Title of each class
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Trading Symbol(s)
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Name of each exchange on which registered
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Common Stock
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FRPT
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NASDAQ Global Market
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (Sec. 230.405 of this
chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (Sec. 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 8.01. Other Events.
On May 3, 2022, Freshpet, Inc. (the “Company”) entered into an underwriting agreement (the “Underwriting Agreement”) with BofA Securities, Inc., Jefferies LLC
and Truist Securities, Inc., as representatives of the several underwriters named in Schedule I thereto (the “Underwriters”), to issue and sell 4,320,988 shares of its common stock (or 4,969,136 shares if the Underwriters exercise their option in
full). The transaction closed on May 6, 2022, with the Underwriters purchasing 4,320,988 shares from the Company, with net proceeds to the Company (excluding offering expenses) of approximately $337.75 million. The shares were issued and sold
pursuant to the Company’s registration statement on Form S-3 (File No. 333-236614), filed with the SEC on February 25, 2020, the base prospectus therein and the accompanying prospectus supplement, dated May 3, 2022. Pursuant to the Underwriting
Agreement, the Company agreed to indemnify the Underwriters against certain liabilities, including liabilities under the Securities Act of 1933, as amended, or to contribute to payments the Underwriters may be required to make in respect of those
liabilities.
The Company intends to use the net proceeds from the offering for general corporate purposes. General corporate purposes may include capital expenditures,
including funding the continued development of its Freshpet Kitchens South and Freshpet Kitchens Ennis, additions to working capital, investments in its subsidiaries, and repayment of indebtedness, among other things.
The foregoing description of the Underwriting Agreement is qualified in its entirety by reference to the full text of the Underwriting Agreement, which is
filed as Exhibit 1.1 to this current report and incorporated herein by reference.
Kirkland and Ellis LLP has issued an opinion, dated May 6, 2022, to the Company regarding certain legal matters with respect to the offering of the shares of
common stock, a copy of which is filed as Exhibit 5.1 hereto.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
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Underwriting Agreement, dated May 3, 2022, by and among Freshpet, Inc. and BofA Securities Inc., Jefferies LLC and Truist Securities, Inc., as
representatives of the underwriters.
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Opinion of Kirkland & Ellis LLP.
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Consent of Kirkland & Ellis LLP (included in Exhibit 5.1).
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104
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Cover Page Interactive Data File (embedded within the Inline XBRL document).
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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.
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FRESHPET, INC.
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Date: May 6, 2022
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By:
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/s/ Heather Pomerantz
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Name: Heather Pomerantz
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Title: Chief Financial Officer
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