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): July 31, 2024
Whole Earth Brands, Inc.
(Exact name of registrant as specified in its charter)
|
Delaware
|
|
001-38880
|
|
38-4101973
|
|
(State or other jurisdiction of incorporation)
|
|
(Commission File Number)
|
|
(IRS Employer Identification No.)
|
125 S. Wacker Drive
Suite 1250
Chicago, IL 60606
(Address of principal executive offices, including zip code)
Registrant’s telephone number, including area code: (312) 840-6000
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
|
|
Common stock, par value $0.0001 per share
|
|
FREE
|
|
The NASDAQ Stock Market LLC
|
|
Warrants to purchase one-half of one share of common stock
|
|
FREEW
|
|
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 5.07. |
Submission of Matters to a Vote of Securities Holders.
|
On July 31, 2024, Whole Earth Brands, Inc. (the “Company”) held a special meeting of stockholders by means of
remote communications via a live interactive webcast on the internet (the “Special Meeting”).
As of the record date, July 5, 2024 (the “Record Date”), there were 43,585,520 shares of the Company’s common
stock, par value $0.0001 per share (the “Common Stock”), eligible to be voted at the Special Meeting. At the Special Meeting, 35,375,076 shares, or approximately 81.16% of all outstanding
shares of the Common Stock eligible to be voted at the Special Meeting, were present either in person or by proxy. One matter was voted upon at the Special Meeting.
Proposal No. 1 (the “Merger Proposal”) was to consider and vote on the proposal to adopt that certain
Agreement of Merger, dated as of February 12, 2024, (the “Merger Agreement”), by and among Ozark Holdings, LLC, a Delaware limited liability company (“Parent”), Sweet Oak Merger Sub, LLC, a Delaware limited liability company and a wholly owned subsidiary of Parent (“Merger Sub”) and the Company, pursuant to which
Merger Sub will merge with and into the Company (the “Merger”), with the Company surviving the Merger as a wholly owned subsidiary of Parent. Approval of the Merger Proposal required the
affirmative vote of (i) the holders of a majority in voting power of the outstanding shares of Common Stock, voting as a single class (the “Majority Vote”), and (ii) the holders of sixty-six
and two-thirds percent of the outstanding Common Stock held by the holders of the Common Stock excluding Parent and any “affiliate” or “associate” (in each case, as defined in Section 203 of the General Corporation Law of the State of Delaware) of
Parent (the “Unaffiliated Stockholders Vote”), in each case, as of the Record Date. Voting results for the Merger Proposal were as follows:
| |
|
For
|
|
Against
|
|
Abstain
|
|
Broker
Non-Votes
|
|
Majority Vote
|
|
|
|
|
|
|
|
0
|
|
Unaffiliated Stockholder Vote
|
|
|
|
|
|
|
|
0
|
The Merger Proposal was approved.
In light of the approval of the Merger Proposal, the Adjournment Proposal, as described in the definitive proxy statement filed by the Company with the Securities and
Exchange Commission on June 24, 2024, was rendered moot and was not presented at the Special Meeting.
| Item 9.01. |
Financial Statements and Exhibits.
|
|
Exhibit
No.
|
|
Description
|
|
104
|
|
Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101)
|
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.
| |
Whole Earth Brands, Inc.
|
| |
|
|
Dated: July 31, 2024
|
By:
|
/s/ Ira W. Schlussel
|
| |
Name:
|
Ira W. Schlussel
|
| |
Title:
|
Vice-President and Chief Legal Officer
|